Ultimate Sleepwalker: The New Dreams
by JaredMilne1982
Summary: Banished from his otherworldly home, the mysterious alien known as Sleepwalker finds himself trapped in the mind of university student Rick Sheridan. Manifesting on Earth, the Sleepwalker searches for a way home as he fights the horrors of our world...
1. Awakening

**"_To sleep, perchance to dream…_**

_**Ay, there's the rub…"**_

**-Hamlet (III, I, 65-68)**

We all need to sleep at some point. If we don't, our minds tire out, suffering and becoming weaker until we die. But why is that? What does sleep do to refresh our minds?

Our minds need mental energy to function-energy that can only be replenished by sleeping. When we sleep, our minds become connected to the Mindscape, a plane of existence that borders on the minds of all sentient beings. While we sleep and rest, our minds tap the Mindscape's power to replenish their energies and allow us to wake up refreshed and alert the next morning. Telepaths and others with special talents, such as the mutant Jean Grey, have special connections to the Mindscape that allow them to manipulate their mental energies in ways other humans cannot.

The Mindscape is akin to a solar system, with individual minds floating through it like planets. Sleepwalkers often entered briefly into these minds to destroy evil entities that would harm them, through the passages those minds formed to the Mindscape to replenish their energies while they slept. They always return to their home dimension through these connections, however.

The Mindscape is a very dangerous place, infested with monsters and demons who seek to prey on the minds of living creatures. It is also home to the Sleepwalkers-beings who protect our minds and do their best to prevent these mental demons from taking over or destroying our minds. Physically, they resemble tall, green hairless creatures with long limbs and mauve eyes compounded like those of an insect, clad in blue clothing with purple arm and leg wrappings, and a matching cowl. Aliens by any definition, they are the silent guardians who patrol the Mindscape.

Theirs is a lonely vigil, done without thanks or gratitude from those they protect. It's an endless struggle, something that they do without complaint, however much they may suffer or be forced to endure.

* * *

SLEEPWALKER #1

"AWAKENING"

* * *

The Sleepwalker cursed as he flew down the channels of the Mindscape. How the hell could the monster have escaped so soon? While he had been occupied with Nightmare's legions, Cobweb had escaped his bindings. No matter how many times, the monstrosity still managed to escape.

So it was up to this Sleepwalker to capture the demon.

Again.

He saw thousands of minds, some connected to the Mindscape in sleep, others going about their daily lives. It was nothing very unusual for him-at least now they were at peace.

Except for one-the Sleepwalker saw Cobweb up ahead, preparing to invade an unsuspecting mind. The monstrous thing resembled some sort of long, sinuous ferret-like creature formed of webbing and rotten flesh that was constantly reshaping its body into more and more disgusting shapes and forms, crawling with a life of its own. It was a demon formed of a cycle of hatred, malice and revenge, despair and bitterness, that fed off the nightmares and suffering it caused.

The Sleepwalker accelerated, finally catching up to Cobweb just as it dove into the mind, before plunging in after it. He turned to confront Cobweb, blasting his warp vision at the monster. The warp vision of a Sleepwalker could alter the shape and physical characteristics of inanimate objects, but on creatures that were native to the Mindscape, it caused serious physical damage, although they did no harm to a being's mind.

Cobweb split itself in half and let the beams pass between it harmlessly. Laughing, it formed its arms into scything blades and struck at the Sleepwalker, who dodged quickly and sprang over the scythes, finally landing in front of Cobweb and blasting it at point-blank range.

Cobweb simply unraveled and seemed to pull away, laughing even as Sleepwalker advanced on it. Suddenly, he felt a tug at his belt, and whirled around to see another set of tendrils pull away his Imaginator, a device used by the Sleepwalkers to expel demonic creatures from sentient minds and imprison them in the Mindscape.

The Sleepwalker cursed. Of course Cobweb would have used an illusion formed of his tendrils-how could he have been so stupid? He rushed back through the passage to the Mindscape, until he finally saw the laughing monster come down to meet him, pointing the Imaginator right at him. The device glowed evilly, tainted by Cobweb's power.

_"You use this device to imprison me in the Mindscape…" _the creature hissed, as if it were a thousand frightened whispers or twisted thoughts of hatred. _"Now let's see what kind of effect it has on a Sleepwalker, especially when I've…reworked it…" _

Before the Sleepwalker could react, he was blasted head-on with the Imaginator, blowing him back into the mind. He suddenly felt heavier, slowly levitating to return to the Mindscape. He shook his head-something felt **wrong, **even as he came up to the passage.

He crashed head-on into the passage and was repelled. He shook his head and tried again to return to the Mindscape. Again he was denied entry.

And again.

And again.

In horror, the Sleepwalker saw the passage to the Mindscape close. Frantically, he tried to escape again, and came crashing back into the human mind.

He was trapped here.

God.

* * *

Rick Sheridan, twenty-one year old English major at Empire State University, muttered groggily as he sat up in bed. He had had the strangest dream-a spider web-like demon and a green-skinned humanoid were fighting for control of his mind.

_I really should stop watching the Sci-Fi channel before going to bed, _he thought dryly.

Rubbing the sleep out of his eyes, he got out of bed, showered, washed and dressed, before eating breakfast and going to class. Taking his essay comparing Faulkner and Hemingway, Rick left his apartment and set out to school, idly thinking over the lectures he had today-English, American History, European History, Biology, Chemistry…the same routine he always had, more or less.

Rick ran a hand through his blond hair and marched into his first class and sat down, his blue eyes scanning the room for her. He smiled when he saw her-Alyssa Conover, the beautiful, brown-haired, green-eyed twenty-year old Dance major and Rick's major crush. She smiled back, and then sat down two rows in front of him. Rick liked sitting a row or two back-that way he could look without bothering her. They'd met in high school, and Rick had a crush on her at first sight, and they'd dated once or twice, but nothing had ever panned out...yet, at any rate.

Rick went through the motions of the day, before returning home to his apartment and doing some studying, eating fish sticks and soup before going to sleep early. He had a major biology exam tomorrow, and needed a good night's sleep.

* * *

The Sleepwalker looked up as the new passage formed in the mind he was trapped in. Suddenly, he noticed a second passage forming alongside it, going…somewhere. He tried the first passage, the one leading back to the Mindscape, but it repelled him as it had before. He decided to try the second passage-taking it couldn't be worse than staying trapped in a human mind. He entered through...

...and found himself standing in an apartment…the human's apartment?!? He glanced over at the bed and saw the human sound asleep. He recognized the place-he could see everything the human could, and had been forced to scour the human's thoughts for more information about the mind he was trapped in. That was the human…but why did he materialize on the human's plane? Whatever Cobweb had done to the Imaginator, it had trapped him in the human's mind…and also given him an exit into the human world.

So now what was he supposed to do?

Many of the human minds the Sleepwalker had visited in his duties had mentioned a number of prominent scientists, including one Reed Richards, experienced with aliens and other dimensions.

The Sleepwalker shrugged-if this Reed Richards was as experienced with other worlds as people thought he was, then he probably wouldn't be bothered by the alien's appearance. All he had to do was keep to the shadows-he was good at that-and he would make his way to Richards' headquarters. Moving silently as a whisper, the Sleepwalker moved across Rick Sheridan's apartment and slid open the door leading out onto the balcony, carefully closing it behind him before flying off into the night. His eyes were gleaming violet lights, the lights of a silent guardian in the darkness.

* * *

Jeff Hagees had always been a bright boy. Good with mechanics and engineering, an amazing pool player, he could have had a brilliant future ahead of him. That is, if he hadn't spent his youth running with a bad crowd, gambling in pool halls, and getting involved in petty crime. The money he made from pool hustling funded his engineering projects, and he had more fun causing hell for people.

Of course, even pool hustling only goes so far. And Hagees had been fired for everything from insubordination to stealing company property to fighting at the engineering jobs he worked at. Not that he really cared-Hagees just needed the spare parts and cash to prepare for his true calling.

"You know, I thought basing your schtick on pool motifs was such a stupid idea," Hagees's girlfriend Erica commented, before taking a swig of the imported German beer she had bought with the proceeds of his latest robbery. "I'd never figure to take a guy with an 8-ball for a head seriously."

"That's the whole point," the red-headed Hagees replied. Clad in a blue-black Kevlar suit with white gloves and boots, Hagees put on his helmet, painted to resemble a giant stylized 8-ball. "Just look at the Humbug-stupid gimmick, loser villain, got his ass kicked by Spider-Man. No one took him seriously. They're so busy laughing, they don't notice me shooting at them until I make mulch out of their skulls."

"Literally," Erica sighed. "You know how hard it is to get blood off your Hover-Rack without scratching the paint job?" Hagees's transport, a massive hovercraft designed in the shape of a pool rack, matched his pool themes nicely, as did the explosive ball bombs he carried and the dangerous cue stick he wielded, a weapon that applied massive concussive force to anything it hit.

"Don't say 'scratch'," Hagees scolded her, as he hopped up onto the Hover-Rack. "I'll be back in a few hours, babe. Don't wait up."

"Hold on, Jeff. Just how the hell are you going to drive that thing down the streets?" Erica stopped him.

"What do you think the cloaking device is for?" Hagees replied sarcastically, pushing a button on the control panel, masking the bizarre vehicle with the illusion that it was a beaten blue K-Car, one of a thousand that passed through New York City on a daily basis. "I can pass down the streets no problem this way."

Erica merely shrugged.

"And remember, babe-when I've got the helmet on, the name's 8-Ball."

* * *

8-Ball passed through the streets of New York casually on his way to the next bank, calmly and easily sorting through the ball bombs he would bring with him in case some super-hero showed up. His first two robberies had ended with him cleaning out the joint before anyone from the long underwear union showed up. He made some nice coin, but damned if he didn't want a challenge.

Fracturing the spines of common security guards was getting dull.

He sighed disappointedly as he pulled up in front of the bank, switching off the cloaking device and hopping off the Hover-Rack, before confronting the two security guards standing at the doors. They looked at each other in amazement.

"Who the hell are you?" one of them asked.

"8-Ball," 8-Ball replied casually, before leaping into the air, doing a back flip and landing gracefully behind a mailbox. He had been kicked out of a few dojos in his youth, but not before picking up some handy techniques.

"And I'm here to clean out your bank," he replied, holding up his cue stick and making a perfect shot on the mailbox. As if it had been thrown by the Incredible Hulk, the mailbox flew at one of the security guards and smashed him into the building with a sickening crunch, causing a massive dent in the bricks. Blood oozed out from the grisly scene.

"You…you sick son of a…" the other guard said in horror, drawing his gun and firing repeatedly at 8-Ball. 8-Ball just casually spun the cue stick, deflecting the bullets as he went. The guard eventually ran out of ammunition, drew his club and charged in a rage.

8-Ball merely reached into the bag at his side and pulled out a red ball, throwing it head-on at the guard before back flipping out of the way. The ball bomb's explosion blew a hole in the guard's chest that looked like a war injury, before he collapsed dead on the ground. 8-Ball merely stepped around the bloodstains. _They deserve Darwin Awards, _he laughed to himself as he went behind a car parked in front of the bank, giving it a casual flick with his cue stick. The car smashed through the front doors of the bank, stunning the workers and the few customers that remained at dusk, just before the bank closed.

8-Ball walked in after the wrecked car, looking around.

"You know the drill, folks. Hop to it and open the vault. And purses, watches, earrings, whatever else. Otherwise, well…" 8-Ball took a green ball bomb out of his bag, tossing it to the ground in front of him. A loud hissing erupted as the acid ate into the tile floor.

"_You…monster! What are you doing?" _8-Ball heard an unearthly voice from behind. That didn't sound like any hero he'd seen on the news. Spinning around, he saw…

…a green-skinned humanoid with purple compound eyes, dressed in blue with a purple cowl and purple arm and leg wrappings. 8-Ball blinked and stood there a moment, as did everyone else in the bank.

"Who the hell are you?" 8-Ball asked casually.

The Sleepwalker paused. He had been on his way to Four Freedoms Plaza when he heard the gunshots and crashes, and landed to investigate. The bloody scene outside had sickened him, and now he faced the guards' apparent murderer. He thought of giving his name, but then remembered that human vocal chords could never pronounce it.

"_Call me…Sleepwalker," _he hissed at 8-Ball. 8-Ball shrugged his shoulders in disappointment.

"A newbie, huh? Nice outfit. I was hoping for Spider-Man or Daredevil for my first time against one of you hero-types, but I guess beggars can't be choosers." 8-Ball moved quickly to the car he had smashed through the front doors of the bank and flicked the twisted wreckage with his cue stick again, sending the huge mass flying at Sleepwalker.

Sleepwalker merely opened his eyes wide, purple beams shooting from them and opening a hole in the wreckage, which he easily passed through. His warp vision, usually used to harm the evils of the Mindscape, could also warp the shape of physical objects and alter their characteristics. He then cast his eyes on the ground, sending a wave of brick and concrete flying at 8-Ball. 8-Ball quickly dodged and pulled out a ball bomb, tossing it at Sleepwalker before he could react.

The ball exploded as it hit Sleepwalker, piercing his body with shrapnel and broken glass. Sleepwalker growled in pain, and was sent flying as 8-Ball shot one of the metal poles used to hold ropes that formed lineups for customers. Sleepwalker crashed into the wall of the bank, stunned for a moment before he began to pull the shards out of his body. He noticed 8-Ball running for the door as police sirens echoed out front.

8-Ball cursed as he emerged from the bank and saw the police officers beginning to swarm around the Hover-Rack. Muttering, he pushed several buttons on the Rack's remote control, causing it to rock back and forth, smashing the police cars gathered around it and crushing the officers inspecting it. The Hover-Rack approached as 8-Ball prepared to jump on, until he heard the sound of someone flying at him from behind.

8-Ball spun around just in time to be punched in the face by Sleepwalker, sending him crashing down the steps of the bank. Cursing, he took a red ball bomb out of his bag and flung it at Sleepwalker, who paused and suddenly looked at the ground, activating his warp vision.

One of the concrete steps of the bank rose up, forming a barrier to protect Sleepwalker. 8-Ball laughed, knowing the ball would simply blow through the barrier and hit the do-gooder with flying concrete.

To his amazement, the ball stretched into the warped step as if it were made of rubber, before it reflected and caught him full on in the chest, knocking him flat on his back and blowing a hole in his costume. _The bastard made the concrete elastic! _The Kevlar protected him from the worst of the impact, leaving him only cut and bloodied. He moved to shoot a tire from one of the police cars at Sleepwalker, meaning to kill him and get the hell out of here.

Sleepwalker released his warp beams again, aiming directly at 8-Ball's cue stick. It warped into a twisted **U **shape, squealing and grinding as it was broken beyond repair. 8-Ball cussed at Sleepwalker and ran for the Hover-Rack, but Sleepwalker used his warp beams again, ripping the front of the Hover-Rack open and tearing its engine to pieces.

Shouting in rage, 8-Ball charged at Sleepwalker with his bare hands. The alien merely dodged and punched 8-Ball back, shattering his helmet and breaking his nose. He used his warp vision one last time, taking some of the wreckage of the Hover-Rack and using it to bind 8-Ball. The criminal sank to the ground as several more police officers approached, not daring to get between the combatants until now.

"Hands up, both of you!" their sergeant ordered.

"_I did not…" _Sleepwalker began, hearing the shouts of the people in the bank, seeing the camera crew filming the fight, and the blood and carnage around him. _"I prevented him from harming the people inside the bank! Those people could have been killed!" _Why was the officer so angry at him? He had stopped the villain…was it his fault that the officers had been killed? He shook his head in confusion.

"Shut up!" the sergeant snapped, livid at seeing his fellow officers dead on the ground. "I don't give a rat's ass if you're Spider-Man. You caped psychos are all the same-"

* * *

Rick woke up suddenly. It was only nine o'clock? Well, he still had plenty of time anyway. He felt the call of nature and got up to go to the bathroom.

* * *

Sleepwalker suddenly faded from sight, to the amazement of everyone around him. They stood stunned for a moment, before the police sergeant came forward to pull 8-Ball into the police wagon that pulled up.

"You won't get away, at least," he snarled to the moaning criminal. "A dozen counts of murder, three counts of bank robbery…you're going up the river."

Several meters away, a reporter signed off before addressing her cameraman.

"You get all that, Bill?"

"Every minute of it after the guy with the pool ball on his head got sucker-punched down the steps by the green-skinned guy," Bill answered, patting the camera. "This footage is going to be shown on every TV screen in New York!"

* * *

Sleepwalker suddenly found himself back in Rick Sheridan's mind. He cursed angrily, realizing how it worked now. He was bonded to Rick's mind-whenever Rick slept, he could pass into the human world, but when Rick woke up, he would be pulled back in.

The human was soon asleep again, the connection to the Mindscape opening. Mental energy from the Mindscape began flowing into the mind, and Sleepwalker moved up to the passage, using some of the energy to heal his wounds and replenish his powers. He was skilled enough with these passages to draw extra energy for his own use without harming the human.

At least there were small blessings.

When things were as screwed up as this, Sleepwalker would need all the breaks he could get.

_(__**Next Issue: **_Sleepwalker is torn over whether to reveal himself to his human host, as Rick Sheridan prepares for his date with Alyssa Conover. Meanwhile, a group of Iraq war veterans, killed and mutated by a government experiment, return to the United States with a vengeance as the Chain Gang! All this and more in _Sleepwalker #2: Brothers in Chains!) _


	2. Brothers in Chains

"Are you almost done, Hector?" Ray Morgan asked his companion.

"Just a minute, man. I've almost…there," Hector Fuentes answered, scanning for the security alarm's energy signatures. "There are a bunch of motion sensors in there-take a wrong step and a silent alarm gets sent to the cops."

"Then let's do it! I'm itching for some action," Ernie Mills sniggered.

"Will you relax?" Willis Hayworth hissed at him. "You'll get all the action you can handle and then some, dumbass." He sighed-Ernie had always been the hothead, even back in Basic Training. "Ray, get us in there."

A brief flash of light would have been all anyone walking down the street that night would have seen-nothing more than a flicker of the shadows or the streetlights at night. Shadows moved inside the upscale curio shop, but no one would have thought to examine them.

Ernie Mills reached up and touched the alarm sensor, laughing quietly as he drained the energy from the motion sensors before they activated. It wasn't the first time his reflexes had saved his behind, and it probably wouldn't be the last. He continued to drain the energy from the establishment, absorbing all the power to the electronic locks and the security cameras. Hector Fuentes then glanced up at the cameras as they fizzled out, concentrating on the digital impressions they left. By the time he was done, the videos would be so scrambled even Jean Grey would never be able to sort them out.

"A fine haul, this is," Ray commented, picking up a delicately carved Ottoman statuette. The item vanished in a flash of light as he concentrated on it. "A fine example from the reign of Murad IV, one of the last great Turkish generals before the Empire-"

"How'd an egghead like you get mixed up with the rest of us, anyway?" Hector asked sardonically. "Shouldn't you be in Mensa or something?" Chains rattled as Hector pulled Ray away to examine a set of silver arm bangles.

"I didn't exactly have a choice in the matter," Ray sighed as he teleported the arm bangles away. "Especially not now, what with my old body-"

"Shut up, both of you!" Willis snapped. "The chains make enough noise as it is." He wrenched a display case open, and then began sorting through the carbuncles and garnets, before Ray teleported them away.

_Nice to see your short fuse again, _Hector thought sarcastically. _You haven't been that harsh since we were confined to quarters for-_

_I heard that, _Willis replied.

_Screw this, _Ernie whined mentally. _When do we get to bust some heads? _

_Calm yourself, _Ray reassured him. _We agreed that this would just be a trial run. By tomorrow, all of New York will know the Chain Gang. _

In their thoughts, the four men, chained and bound, laughed and sniggered to themselves.

* * *

SLEEPWALKER #2

"BROTHERS IN CHAINS"

* * *

Sleepwalker found himself back in Rick Sheridan's mind, after another night of patrolling New York City. Last night, he had seen some of New York's other superheroes, such as Daredevil, Moon Knight and Spider-Man, although he always stayed to the shadows, not knowing how they would react if he made himself known. Ever since the incident with that 8-Ball person two days ago, Sleepwalker had tried to keep as low a profile as possible.

Rick Sheridan woke up, ate breakfast and showered, before going to class as usual. He had an extra spring in his step-Alyssa had commented on how much she loved _The Phantom of the Opera, _and Rick patted his pocket in satisfaction, which contained two tickets to tonight's Broadway show.

He ran into Alyssa as her Spanish class was dismissed, calling out to her and catching up. She spun around, a half-smile on her lips as she regarded Rick.

"What's up?" she asked him, an amused gleam in her eye.

"Are you…doing anything tonight?" Rick asked. _Damn, could that have been any more clichéd? _

"I…don't think so," Alyssa answered, pensive in thought. "Why? Are **you** doing anything?"

"Well, I remember you mentioning how much you liked _The Phantom of the Opera…_"

"I do, but I have to admit _The Nutcracker _is better. I'm more of a dancer than a singer," she chuckled.

"Yeah, but…" Rick hesitated. _Come on, man, just get it over with…_he swallowed hard. "I've got two tickets to the Phantom of the Opera tonight on Broadway. Care to join me?" he asked, pulling some paper out of his pocket and handing them to Alyssa.

Taking the papers, Alyssa peered at them curiously.

"You can get into the theater with textbook receipts now?" she asked in confusion.

Rick felt like he was going to die.

"W…wrong pocket," he stammered, taking back the receipts and reaching into his other pocket, displaying the passes to Alyssa.

"That's better," she smiled. "And of course I'll go with you. Meet me around eight o'clock? The show starts at nine."

"Right, no problem," Rick answered coolly. It was all he could do to hold back his trembling, first of nervousness, and then of joy.

* * *

"Are you quite sure this is going to work?" Ray asked his companions skeptically. "Striking at Times Square in the full of the evening?" Ray had always been a conservative one.

"It'll work," Wilis assured him. "I'm the leader, and what I say goes. Or do I have to get rough?" Hayworth whipped one of the chains on his costume and smashed a table to splinters. The Chain Gang was at the wrecked laboratory they had taken as a hideout. Hayworth had always been their leader, the one who made the decisions. His trademark chain had led their sergeant to name them the Chain Gang, after their leader.

"Hey, what do we do if meet Colonel O'Brien?" Hector asked wryly.

"I get first dibs on him," Ernie snarled. "And then we're cleaning out the rest of those rich snobs, right?"

"Hell yes," Willis replied. "They fucking owe us. It's not like any of their kids put **their **necks on the line…"

* * *

Well-dressed and formal, a bouquet of flowers in one hand, Rick was on his way to Alyssa's apartment, cutting through one of New York's many parks on the most direct route to her apartment building. He checked his watch-he was making perfect time. Although they attended the same classes, Alyssa lived in the other direction from ESU than Rick, wanting to be close to the theater and culture scenes of Times Square and Broadway.

Sleepwalker, watching everything through Rick's eyes, sensed his host's pleasure and nervousness. How long had it been since he had seen his kin? Sleepwalker secretly envied Rick, living in a world of billions of humans, not knowing what it was like....

Rick and Sleepwalker were both suddenly startled by a loud screeching noise, as if the sounds of Broadway had become magnified and chaotic. Rick turned in disbelief as he watched what seemed like…_an electrical storm? _Colored lights and electricity flashed in the evening sky like an amusement park, as screams echoed on the breeze.

The few people in the park around Rick glanced nervously at each other.

"Maybe it's that Electro guy?" one man suggested.

"Who the hell cares? Let's get out of here!" his wife shot back.

Rick looked around and groaned. Whatever was going on, there would be no date tonight.

Sleepwalker cursed, thinking frantically about what he could do. He knew something was wrong, and he knew he had to get out of Rick Sheridan's mind. But what could he do?

Rick suddenly felt sleepy all of a sudden, lethargy seizing his limbs and making his mind fuzzy. He looked around for some place to rest, even as a part of him argued that he had to run and get out of here.

A copse of trees and bushes would serve nicely. Rick staggered into the bushes, knelt beneath some shrubs, and closed his eyes…

_What the hell am I doing? _

Sleepwalker emerged quietly, sighing as he tried to fill Rick's ears with dirt. He felt dirty himself for doing this-what happened to him, forcing humans to sleep so he could emerge into the real world? But it was either this, or let whoever was causing all the mayhem on Broadway probably kill innocent lives. No Sleepwalker could let that happen. The far end of the copse offered a decent place where he could take off to reach Broadway-he would be seen on his way there, but hopefully people would realize he was a superhero.

Whether or not he deserved that title, of course, was anyone's guess.

* * *

The first sign to the patrons of Broadway had been a flash of light coming out of nowhere, right in the middle of the street. When the light dissipated, they saw a bizarre sight-a huge, powerfully built black man clad in a costume that resembled military fatigues, his limbs and torso wrapped in chains and barbed wire. A death mask covered his face, but his mouth was a deadly white smile as he looked at the people around him, who merely gawked and stared.

"You good people do realize that it is most impolite to stare, do you not?" the man asked them in a surprisingly eloquent and cultured voice.

"Cut the crap, Ray," the man continued in a different tone of voice, one that hinted of a rough upbringing on the streets of Austen. "We gonna to kick some ass or what?"

"You heard the man, folks!" the man shouted in a harsh Harlem accent, his voice changing yet again. "Hand it all over-rings, wallets, bracelets, necklaces, all of it! And hop to it!"

The theatergoers merely stared at the man in astonishment, as some of them burst out laughing.

"And what if we don't?" one man scoffed. "Just who the hell are you, anyway?"

The black man's eyes narrowed.

"We're the Chain Gang-and if you don't hand over the goods, you'll see what happens when you see what happens," the black man snickered in an enigmatic voice, this time with the trace of a Hispanic accent. He then closed his eyes and slammed his fists together.

Suddenly, the bright Broadway lights and the music all seemed to erupt in a horrible chaos. The lights became almost blinding, as electricity arced from the street lights and bright theater marquees, coursing between people and missing them by a hairsbreadth. At the same time, the music being played seemed to converge into a horrible screeching sound, dropping most of the people to their knees, covering their ears as they tried to block out the hellish sound.

The man who called himself the Chain Gang suddenly waved his hands, as if he were conducting an orchestra. The sound died down, although the lights and energy continued to course around, frightening the people into standing stock still. He then proceeded to march from person to person, grabbing their valuables as they handed them to him. The valuables vanished in flashes of light as they touched his hands.

On a whim, the Chain Gang suddenly reached out, grabbing two men by the throats and concentrating. They screamed as their life force seemed to be leached out, writhing in agony as they sank to their knees.

"That was hardly necessary, Ernie," the Chain Gang said in his Harlem voice.

"Who the hell cares?" the Chain Gang replied himself in his Texas voice. "Don't matter none if we can cause some mayhem, right? Why the hell you think I signed up in the first-"

_"So you call yourself the Chain Gang?" _the man heard an unearthly voice come from behind them. _"How fitting, considering the way you treat your victims." _The Chain Gang turned around, confronting Sleepwalker as he swooped down, having warped his way through the light show the Chain Gang had created to confront them.

"They get weirder and weirder every time," the Chain Gang answered in his Hispanic accent. "Just when you think you've seen them all…Willis?"

"Just kill him," the Chain Gang finished in his Harlem voice, whipping one of the chains off his costume and lashing out at Sleepwalker. Sleepwalker dodged quickly and moved in for a strike of his own, but the chain suddenly wrapped around his ankle. The Chain Gang swung the chain as if it were a whip, and smashed Sleepwalker into the ground, leaving a massive gouge in the street.

Sleepwalker was briefly stunned-he would never have expected a feint that quick. Whoever this man was, he had had plenty of combat training. The Chain Gang suddenly grabbed Sleepwalker by the arm, and he suddenly felt deathly cold inside as the Chain Gang drained his energy.

Sleepwalker responded by leaping up, wrapping his legs around the Chain Gang's elbow and forcing the arm down, breaking the man's grip and freeing himself. Sleepwalker then pounded the off-balance man with blows of his own, before sending him flying with a snap kick, crashing heavily into the ground.

The Chain Gang sprang up, laughing out loud. He raised his arms, gesturing to heaven, and yelled out loud.

Bolts of energy coursed down from the signs and lights of the Broadway theaters, crashing down around Sleepwalker. He dodged desperately, focusing his warp vision and sending a wave of pavement flying at the Chain Gang, knocking the man off his feet and disrupting his concentration. Sleepwalker then came flying in, delivering a vicious double kick to the Chain Gang's chest before slamming him into the ground. He warped the pavement around the Chain Gang, trying to trap the madman up to his shoulders.

_"Why are you doing this?" _Sleepwalker demanded the Chain Gang.

"It is simplicity itself, Mister…"

_"Sleepwalker," _the alien replied coldly.

"…Sleepwalker, then. We are doing this because these good people owe us."

_"What?" _

"The public school system strikes again," the Chain Gang laughed in his Hispanic voice, right before the Chain Gang vanished in a flash of light. He suddenly reappeared right behind Sleepwalker, grabbing him in a tight bear hug and began draining his life energy again.

"Least he went to school, Hector!" the Chain Gang's Texas voice laughed. Sleepwalker gasped and twisted around in the Chain Gang's grasp, turning to face a street lamp. He fired his warp vision, twisting the pole and sending it scything down at the Chain Gang. Alarmed, the Chain Gang suddenly teleported again, releasing Sleepwalker as the street lamp landed between them with a loud clatter.

Breathing heavily, Sleepwalker used some of his remaining warp vision energy to take the end of the street light, twisting it into a spear. He could not afford to use any more of his power, if he could help it.

"You want to do this hand-to-hand, freak? Fine by us," the Chain Gang's Harlem voice hissed. He unwrapped one of the chains wrapped around his costume, clutching it in one hand, and took up one of the lengths of barbed wire in the other. His twin flails lashed out at Sleepwalker, who held out his spear and entangled the whips, pulling at them hard. Weakened by the energy drains, he was no match for the Chain Gang, who pulled at him triumphantly.

Sleepwalker suddenly sprang forward, driving a vicious double kick into the Chain Gang's stomach, before chopping him across the eyes and then dealing him a hard blow to the side of the head. Sleepwalker pounded the Chain Gang mercilessly, trying to knock him out before the shock wore off.

"Hector, Ray!" the Chain Gang gasped in his Harlem voice.

A loud screeching sound erupted from the loudspeakers and buildings of Broadway, causing the few bystanders remaining to grasp their ears and fall to their knees. Sleepwalker did the same, releasing the Chain Gang. The Chain Gang raised his fist, blinked a few times, and then vanished in a flash of light. His lightshow and the screaming noise stopped instantly, leaving only the battered and bruised Sleepwalker, the torn pavement, and the wrecked streetlight. The few people remaining merely stared at him askance, before gawking as he vanished.

* * *

Rick had stirred at the screeching sound, and the wailing of the police and ambulance sirens finally broke him out of his sleep. He groaned and got up, rolling out from under the bushes and rising to his knees.

_Where the hell am I? _He was dirty, disheveled, and sleeping under a bush. His bouquet had been crushed underneath him. He checked his watch…8:30. _Son of a bitch!, _he cursed, getting to his feet and breaking into a run. Alyssa would be furious, even more so when he couldn't explain where he was.

He arrived at Alyssa's in twenty minutes, gasping and thinking frantically as he tried to explain what had happened. She opened the door, her angry scowl turning to a look of worried concern.

"Are you alright, Rick? What happened?" she asked.

"It's a…long story," he sighed, leaning against the door frame. What was he supposed to tell her? That he'd fallen asleep in the bushes like a hobo?

"You were caught in the middle of that superhero fight, weren't you?" she asked.

"I…uh…" he stammered. He hated to lie to her, but what else could he say? Was he coming down with something? "I'm sorry…" was all he could manage.

"It's OK," she smiled. "Just as long as you're alright," she replied. That smile could brighten Doctor Doom's heart.

Rick nodded, catching his breath.

"See you Monday, I guess," he sighed, making his way for the subway to go home.

* * *

"Why'd you get us out of there?" Ernie demanded his friends angrily. "Give me a few seconds, and I could have grabbed that green-skinned nut job-"

"He all but had us," Willis snapped back at him. "Don't you remember what the Sarge said about fighting stupid battles? And remember-this is **my **body, and **I'm **in charge here," he snarled threateningly.

"And **I'm **the one who lets us drain energy," Ernie yelled back at him. "You try fighting them without me next time!"

"Here we go again," Ray sighed to Hector. Hector merely laughed in agreement.

"Come on, guys! Remember the good old days, what we did when we touched down in Tokyo or Berlin? All the fun we had?" Ray merely chuckled-Hector did this every time Ernie and Willis went at it.

"Besides, what else are we going to do with our plunder?" Ray asked, referring to the money and valuables they had stolen from the Broadway jet-setters.

Willis and Ernie laughed, before Willis got to his feet and began gathering up some of the booty. _Booty for booty, _he smiled to himself. He then rubbed his vocal chords-having four personalities speak through you could be a real pain in the ass sometimes.

* * *

Rick finally came home, and had a long bath. It did nothing to ease his tension-he felt as if there was something wrong, something he couldn't place. He felt sick, as if he wanted to puke his guts out. He had a splitting headache, which only got worse after he slumped into bed.

He clicked on the 11 o'clock news, wondering what had happened the last two days. He had missed yesterday's broadcast doing research. So much could happen in one day, in the city that never slept.

"…this is the second time the mysterious individual known only as 'Sleepwalker' has struck in as many days, first appearing to thwart a bank robbery by the criminal 8-Ball, and then appearing on Broadway to thwart a mass mugging being undertaken by an apparently disturbed individual calling himself the 'Chain Gang'…" Footage showed Sleepwalker tearing apart 8-Ball's Hover Rack, and then switched over to footage of Sleepwalker grappling with the Chain Gang, warping down the streetlight to distract him.

Rick sat there mutely, before clicking off the TV.

That was the thing from his dreams.

It appeared while he was asleep.

God.

He collapsed on his bed in a dead faint.


	3. Getting the Ringaround

Rick Sheridan collapsed on his bed in a dead faint, before coming to. This time, however, he woke up in a place that glowed faintly with a strange light. It all seemed to be a bare, flat plain, although a strangely colored vortex appeared in the sky, flashing like a storm as lavender-colored energy poured onto the plains. It would have been bizarre and unsettling, but for the fact that he felt at home here, as if this was **his **place.

Standing several feet away was the mysterious creature Rick had seen on television, and in his dreams. It stood in the midst of the lavender energy, seeming to absorb it, completely unharmed.

"What…the hell are you?" Rick demanded, unsettled and nervous.

_"I am…Sleepwalker," _the bizarre alien answered. _"We are in your mind, and-"_

**"My **mind?" Rick asked incredulously. "And what are you doing in it?"

Sleepwalker took several minutes to explain about his race, the Mindscape, and how he had become trapped in and fused with Rick's mind.

Rick just stood there.

"Some people get nailed by cosmic rays. Some people build sophisticated suits of armor. I get an alien from another dimension living in my head," he muttered.

* * *

SLEEPWALKER #3

"GETTING THE RINGAROUND"

* * *

"Let me guess-you were the guy that made me fall asleep in the park last night?" Rick asked slowly.

_"That is correct," _Sleepwalker answered. _"I had to stop the Chain Gang from harming those-"_

"-rich snobs?" Rick finished for him. "So you just leave me unconscious in the bushes? That's nice…real nice," he answered sarcastically.

_"I could not-" _Sleepwalker tried to answer.

_"I don't want to fucking hear it!" _Rick shouted back at him. "I've got a damn worm in my brain, and you lecture me about-"

_"I did not desire this state of affairs anymore than you did," _Sleepwalker said slowly, struggling to control himself. _"I am no more pleased than you," _he finished.

The screams and cries of his kin echoed in the back of his head. Sleepwalker clenched his hands repeatedly, shaking in impotent fury.

Shame was not an emotion many Sleepwalkers felt.

"Like I care," Rick shot back. "If you're some dream cop, you really need to go back and learn how to do your goddamn job. I'll be having nightmares for months because of this," he spat, before turning around and fading away into true sleep.

His face hot with anger and emotion, Sleepwalker merely headed for the passage leading to the human world, emerging and exiting Rick's apartment, flying out into the night.

It was a lonely vigil, after all.

* * *

Hammer Industries' warehouses were well-guarded with some of the latest in high-security technology, kept up-to-date by the constant research Justin Hammer demanded to satisfy the rich military contracts he received.

Even the best technology could be defeated, however. It was especially easy when you had had enough technological and engineering talent and training to figure out a way around it.

Apprenticing for the Tinkerer had its fringe benefits, of course. The gifted Anthony Davis, long-time assistant to the criminal engineer known only as the Terrible Tinkerer, had saved up his pay to afford his new battle suit and its sophisticated weaponry. Loving rings and ring-toss games from an early age, it was only natural that Davis should pattern his motif after his favorite hobby and give an appropriate name-the Ringer.

His name, combined with his weapons and orange and green-colored costume, might not have made most people take the Ringer seriously. Of course, kidnapping the son of one of the highest-paid players on the Yankees roster, holding him for ransom, and then crippling the player for life by breaking all his joints with constricting rings when he brought the payment probably did much to establish the Ringer's reputation as a deadly and dangerous criminal.

The Ringer picked his targets not only for money, but also for sentiment-he lived and died by the Red Sox. It also happened that Justin Hammer, who occasionally sponsored costumed criminals as his agents, had been stiffing the Tinkerer out of the payments for some of his employees' new equipment.

Tonight, the Ringer would even the score. Breaking in had been easy enough-a razor ring to cut the glass on the window, allowing him entrance, plus an electro-magnetic pulse ring to scramble the alarm systems, and a series of rings that could be tied into a lariat to bind meddling security guards were all handy tools for a B & E.

The Ringer finally reached the hidden wall safe in the executive office, taking out a smaller ring and placing it around the combination lock. The ring exploded quickly, blowing the lock out of the safe and allowing him to casually swing it open-it was faster than a blowtorch, after all! The Ringer's eyes lit up at the mounds of cash inside-eighty grand in hundred-dollar bills. _Fifteen thousand to "compensate" the Tinkerer for Hammer ripping him off, and a nice, tidy profit for me, _he chuckled to himself as he filled a sack.

"_I would suggest you put that money back right where you found it," _he heard an unearthly voice behind him. _"I am in no mood tonight." _

"Who-" the Ringer began, turning around to confront a scowling, very angry Sleepwalker. "Oh. You're that Sleeping guy. Sorry, I don't take orders from green guys in blue pajamas," he quipped, strapping the sack to his belt and tossing a ring at Sleepwalker, before bolting for the door.

Sleepwalker was forced to dodge the ring, gaping for a moment as it bit deep into the oak-paneled wall of the office. He took off in pursuit of the Ringer, who was dashing for the window where he had left the ladder of rings he had constructed to gain access to the building.

It took Sleepwalker several seconds to find the window the Ringer had entered through, by which time the criminal had already dropped into the alley and gathered up the rings, before running for his getaway car. Sleepwalker finally caught up to him, punching out the window and landing at the end of the alley, blocking the Ringer's path.

"_Cease and desist," _Sleepwalker ordered him. _"I am angry enough as it is." _

"Boo-hoo," the Ringer scoffed, tossing a series of rings at Sleepwalker. "You're breaking my heart."

Sleepwalker leapt backwards to avoid the rings, but he could not dodge them all. Explosions burned him, blasting him to the ground as the Ringer continued running, taking off down Wall Street. Jumping to his feet, Sleepwalker took off after the Ringer, who was about to reach the fancy car he had "borrowed" to blend in with the other Wall Street vehicles. Sleepwalker used his warp vision, concentrating on the pavement underneath the car.

A massive stalagmite of asphalt rose from the ground, impaling the Ringer's car and stopping the villain dead in his tracks. He stood there gawking at the car, the spike piercing its hood and engine like a ghastly ornament. Livid, he turned around to face Sleepwalker.

"You want to play rough, you green-skinned bastard?" the Ringer shouted in fury, gathering up a series of rings in a lasso and sending them flying at Sleepwalker. The radio transceiver in his helmet allowed him to mentally control his rings at will.

Sleepwalker dodged and tried to break the lasso with his warp vision, but the rings snaked around it and wrapped him around the waist. As he struggled to break free, the ring lasso swung like a ball and chain, before smashing Sleepwalker into and through a glass display window and sending him crashing into a high-end fashion boutique. The rings then constricted, trying to crush him.

Flexing his muscles, Sleepwalker broke free as the Ringer charged in, throwing another exploding ring at him. Sleepwalker dodged to the side quickly, before using his warp vision on the various clothes in the store, creating a lasso of his own to entangle the Ringer. As the Ringer struggled to get free, Sleepwalker charged in, delivering a vicious blow to the Ringer's chest.

Images of Cobweb and his fellow Sleepwalkers flashed through his mind.

Sleepwalker kneed the Ringer in the gut and delivered a vicious uppercut as his human foe doubled over in pain, sending him back out into the street. The Ringer was on his feet in an instant, twin razor rings flying at Sleepwalker in an instant. One cut into Sleepwalker's leg, the other into his shoulder, but he barely felt the pain, springing out of the boutique. He knew the boutique's silent alarm was probably blaring, and the police were on their way.

As if he gave a damn.

The Ringer's lasso was out again, snaking towards Sleepwalker and catching him just like before. Sleepwalker's warp vision flashed on the ring wrapped around his waist, before screaming and falling limp. Grinning, the Ringer brought his prey in, a constricting ring ready to strangle the life out of Sleepwalker.

Sleepwalker suddenly snapped the ring as if it were tinfoil, having weakened it with his warp vision. Caught off guard, the Ringer was tackled by Sleepwalker before he could react and was slammed to the ground. Sleepwalker blasted apart the constricting ring with his warp vision as the Ringer tried to bring it to bear, before wrenching the Ringer's arm, causing him to shout in pain.

In Sleepwalker's mind, it sounded like another Sleepwalker screaming in agony.

In frustration, he picked up the Ringer and slugged him in the chest, sending him flying to crash into the wall of the nearest building. The Ringer slumped to the ground as police sirens were heard in the distance.

Cut and burned, Sleepwalker slowly marched up to the half-conscious criminal. The Ringer's armor had absorbed most of the punishment Sleepwalker had doled out-smashed and ruined, it prevented its owner's body from suffering the same fate.

Sleepwalker raised his fist again, and then remembered that this wasn't Cobweb he was facing, it was a human.

A human he was supposed to protect.

Cursing, Sleepwalker flew off.

The fight never ended.

* * *

Rick woke up the next morning, a scowl on his face. He muttered angrily as he dressed and showered, scowled irritably as he walked to school, and frowned miserably as he sat through his classes. All the time, he could only think about the alien living in his head, seeing everything he saw, knowing everything he knew, able to read his every thought.

_You like it in there? _Rick thought sarcastically to Sleepwalker. _God, I hate HMOs-I could sure use a lobotomy right about now, _he thought, knowing full well that Sleepwalker could hear him. He burst out laughing in the middle of his History lecture.

Everyone stared at Rick askance.

"What the hell are you staring at?" Rick demanded, glaring at them until they turned away. _When it doubt, do as Eric Tiberius Duckman does, _he thought sardonically.

As his last class of the day ended, Rick walked to the Student's Union building, sitting down on a bench and chugging a Seven-Up. It worked wonders for his churning stomach, finally causing it to settle down.

And it tasted so good.

"You okay, Rick?" he heard a voice behind him. Turning, he saw Alyssa, Cyrus, Kenny, Julia and Red, some of his college friends. They all stood together, worried looks on their faces.

"What's it matter?" he sighed, before sitting down on the bench and taking another draw on his pop.

"Can we sit down?" Julia asked. When Rick didn't answer, she sat down on his left, Kenny coming down on his right.

"Something's bothering you, Rick. You should tell us what it is," Kenny began. He always took the direct approach.

Rick paused for a moment.

"I…didn't get much sleep last night," he finally said as an excuse.

Red and Cyrus looked at Alyssa, then one another, then at Rick again.

"Geez, man," Red muttered. "The test wasn't **that **hard. Hell, I got a C-minus on it,"

"That's what you get for saying the U.S. seceded from France," Cyrus laughed at him.

"I need a boot," Red grumbled, looking down at his feet. "One of these days, it'll be a boot up your ass."

Red and Cyrus stood in silence, watching Rick expectantly.

He didn't even budge, just emptied his Seven-Up, and belched.

Everyone sat there dumbfounded.

"That's it, man," Kenny said firmly. "What say we head downtown tonight?"

Rick said nothing.

"There's a keg with your name on it, buddy," Kenny continued.

Rick's eyes lit up. Then, suddenly, he fell again. If he passed out, and Sleepwalker got loose…

Shit.

"I…can't do it," he muttered distractedly.

"Rick, just what's wrong?" Julia asked. "We're just trying to-"

"Look, who the hell invited you all to barge in, anyway?" Rick snapped. "Can't a guy get some fucking peace once in a while?"

Rick finally got up and stormed off, leaving his friends dumbfounded and confused…and worried.

Alyssa looked at Rick's departing form as he passed out the doors of the building, and vanished down the street. She stood looking for a while longer, until Cyrus tapped her on the shoulder.

"Whatever's wrong with him, let's just give him some time to cool off. Booze would probably just make things worse. Come on, first round's on me," he laughed, leading the rest of his friends to the subway station.

Alyssa turned around and looked back at Rick's vanished form, before she ran to follow.

* * *

That weekend, Rick tried to drown himself in his studies, as a thick layer of stubble grew on his face. He showered, ate, and bought groceries as if in a dream, feeling like he was sleepwalking himself.

Rick's phone rang several times that weekend, but he didn't answer. He wasn't about to let Sleepwalker know anything _**else **_about his personal life, especially not after he'd probably gone through every part of Rick's brain already.

Besides, whoever was calling-probably Red, probably Julia, probably Kenny, probably Alyssa, probably his parents-would want to know what happened to him. And really, what could he say? That he had a damn alien in his head? How the hell could he tell them that?

More importantly, how was he going to keep it a secret?

He fell asleep on a regular basis, letting Sleepwalker come and go.

It wasn't like there was much else he could do, what with that damn phone ringing off the hook until he unplugged it.

_(__**Next Issue: **_Rick Sheridan continues to deal with the fallout of his fusion with Sleepwalker, while Sleepwalker himself must deal with a hostage-taking and bomb threat at Empire State University, and ends up battling the radical revolutionary known as Spectra! All this and more in Sleepwalker #4,_ Birth of the Rainbow Warrior!)_


	4. Birth of the Rainbow Warrior

It was another ordinary day at Empire State University-students going to class, the sun shining overhead, repair crews fixing the damage from the latest superhero battle…

…and campus radicals causing a ruckus.

Rick Sheridan's friends Red, Kenny and Julia were on their way to meet Rick and Alyssa at the Humanities library for help with each others' term papers. As they passed the edge of the campus, they noticed the ugly slab of a building used by Hammer Labs across the street, and the mob of sign-waving protesters facing it on university grounds, listening to their leader, a shrill blonde woman with blue eyes, harangue the crowd with a megaphone. Screams about the _bourgeoisie, revolution, resistance, _and _sell-outs _pierced the air.

Julia groaned as she passed the crowd, wrinkling her nose in disgust at some of the signs.

"That's going to be plastered all over the news," she sighed. "And, of course, everybody else fighting for the same issue-the calm, rational ones-are going to look like a bunch of crackpots."

"What's it all about, anyway?" Kenny inquired.

"This time it's about the experiments that Hammer Labs has set up with a government contract. Rumors say that Hammer Industries is investigating the powers of the light-waves of the different colors of the spectrum for military purposes," Julia answered.

"My cat's name is Mittens," Kenny replied, staring blankly.

"They're trying to see how they can use light to blow stuff up," Julia translated. "My friends and I were protesting against that, until-"

"Until those hooligans kicked you out of there, right? Said you were too soft, weren't real revolutionaries?" Red asked sarcastically, gesturing with his thumb towards the protesters and their leader, who was working herself into a frenzy of protests.

Julia nodded.

"And they were the ones who came up with that idiotic 'smut for smut' campaign, where they gave out porn if you gave them Bibles?" he asked with a scowl.

"They messed us up again. We were just protesting Jerry Falwell coming onto campus for that fundraising dinner, and they parade into our space, kick us out of there, and then the press has a field day. The Bugle gave them all the coverage, made all the protesters look crazy, and Falwell look like a victim."

"So in other words, they made you, the moderates, look like a bunch of whack jobs like them?" Kenny asked.

Julia nodded again, frowning.

"Figures," Red muttered. "You're a liberal atheist, right? Fine by me-least you always show respect to people you disagree with. Can't blame you for hating those nutjobs-same reason I can't stand Coulter, makes us all look crazy," he finished.

* * *

SLEEPWALKER #4

"BIRTH OF THE RAINBOW WARRIOR"

* * *

Rick Sheridan tried to keep his temper under control. His American History professor had reminded the class that their term papers were due in two days-days which he barely recognized anymore, with his sleep cycle so disrupted. His notes were full of gaps, and he knew he had failed at least two quizzes. Worst of all, it was becoming an absolute nightmare trying to concentrate on his readings and writing, as he hadn't slept properly in almost a week.

Rick held his churning stomach as he entered the library, taking the elevator up to the third floor, where his study group had arranged to meet. They would critique and review each others' term papers, and help each other study for their exams.

Everyone from his usual group was there, except Cyrus, who had begged off to finish up an engineering project due today…and most likely also to talk to the recruiter from Stark Enterprises, as Rick suspected.

Rick finally flopped down in a chair, letting his books fall onto the table with an unceremonious thud. He ignored the angry scowls of everyone around him, looking up only to meet his friends' looks of concern.

"Damn, Rick," Kenny said slowly. "You look worse than I do after a tray of shooters."

"What's the matter?" Alyssa asked.

"I haven't been sleeping well lately," Rick answered. "Now, would one of you look and see if I read Kurtz's motivations right in chapter-"

"Why not?" Julia asked, still looking at him, her face marked with worry. "We're just concerned, that's all."

Rick paused for a moment. What could he tell them, anyway? He could lie…_jackass, they're your friends, _he reproached himself.

He thought frantically for a moment, until the answer hit him.

"Stress," he replied. "Lots and lots of stress. Now, please, can we just get to work?"

Rick was telling nothing but the truth, after all.

Red and Alyssa opened their mouths, but Rick looked up again, and shook his head, closing his eyes slowly. He sank lower into his chair as he sat down, burying himself in his books, not looking up.

"You weren't the one whose desk I put that frozen shaving cream in, were you?" Kenny joked. "Come on, man. Lighten up!"

Rick sighed.

_How about the fact that I have an alien trapped in my head? _he thought sardonically. _I wonder if they'd believe that…_then he stopped.

_How could I say that kind of bullshit to them? They're my friends, damn it all. _

Rick sank into silence once again, not even responding to Kenny, or to Red's poking him.

His friends looked at each other, and fell silent themselves, but Rick looked up again, and shook his head, closing his eyes slowly.

* * *

Looking at the scene through Rick's eyes, Sleepwalker closed his eyes in shame. He had let this happen to Rick, and fallen for Cobweb's trap. He shuddered-he could still hear the monster laughing…laughing…

Somehow, he knew that another Sleepwalker had just been killed.

He wasn't sure how he knew, he just did.

* * *

Selena Slate's eyes narrowed as she marched into the rear entrance of Hammer Labs with her staff. A tall, blonde woman with light blue eyes, she looked around in disgust at the gleaming machinery, the sounds of computer signals, the chattering of white men in suits. Every little bit of it made her sick, just stepping into this place, to say nothing of dressing in the suit of a technician. She took a deep breath and steadied herself, trying to remember that this was all for the revolution.

Selena was the daughter of radical revolutionaries-her mother served in the Symbionese Liberation Army and her father served in the Weather Underground, two of the radical revolutionary terrorist groups that attempted to overthrow the American government in the 1970s. She had grown up fully believing in her parents' struggle, and was determined to see it through. Now twenty-three, she had become notorious on campus for her protests and near-riots, her group nearly getting banned for everything from handing out pornography in exchange for Bibles to throwing a state funeral every year on the anniversary of Che Guevara's death.

Of course, Selena expected to become infamous to the bourgeois pigs, the establishment, as she saw them. Not that she really cared-after everything they had done in Chile, Vietnam, and a thousand other places, she was going to take the fight to them, starting with Hammer Labs.

Fighting to keep control of her emotions, Selena struggled to keep a straight face as she remembered the stench of flesh burned by incendiary weapons, the Native men being beaten by police, and the sight of the torn strip mining. She nearly laughed bitterly as she thought of the people mourning over a few thousand dead…and not a damn word over the several million starving to death on the streets every goddamn day.

Still, she was ready. Wearing a red wig and thick glasses, she had left one of her lieutenants disguised as her, leading the protest out front of the Hammer Labs building, while she and a dozen of her colleagues had hijacked one of the supply trucks bringing equipment to the labs, taking it over disguised as technicians, using the drivers' ID to slip past security.

A thin smile spread across her lips as she walked into the inner lab, followed by two of her biggest men, who carried a large cardboard box between them.

Her memories were lightened, just a little. That is, until she saw her reflection in a mirror, and hastily averted her eyes before she spat at the image shown to her.

* * *

Dr. Edward Lansky frowned in frustration. The red and violet lights kept clashing in the lab machine he was using to conduct his experiments. He had been hired as a consultant for Hammer Labs because of his research background, and had been assigned to work non-stop on this project for almost two years straight.

His team, working out of the Hammer Labs building near Empire State University, had been assigned to investigate the properties of light and the various colors of the spectrum when spliced through a new type of synthetic diamond that Hammer Labs had just concocted. That in itself did not bother Lansky-what _**did **_bother him was the way his superiors were harassing him to get the work done. They wouldn't explain, simply saying that it was a big contract. The problem was, the suits upstairs didn't realize how much time these sorts of experiments took.

Lansky sighed. Was _this _what he was reduced to? Working as a lowly peon for that overbearing, underpaying Justin Hammer? He glanced at the mirror at the far edge of the lab, and grimaced. Almost thirty-five, and all he had to show for it was being his high school valedictorian, winning two partial scholarships, three forgettable high school awards for his superior grades, and one lousy award for superior teaching from ESU.

Any idiot with half a brain could have gotten those kinds of pathetic awards. It was the Reed Richardses and Stephen Hawkings who got all the prestige, while he couldn't even get on the waiting list to be interviewed by _Nature _magazine.

Sighing in frustration, he turned around to face the technical staff. He glanced at his watch, and scowled at the technicians.

"About bloody time you showed up," he scolded them. "I needed this equipment three hours ago!" he snapped.

"Oh, you're going to get what you need, all right," the red-headed woman hissed at him, reaching into her pocket and pulling out a gun. "Hold it right there, and don't move a muscle."

Lansky stood, stunned.

"What the-what are you…" he stammered. His eyes widened in horror as he saw the woman's accomplices unpacking the large cardboard box, hooking its contents up to the building's central power reactor. He paled as he realized what the device would do. It was an electronic bomb-if it was triggered, the central power core would explode, taking the whole building along with it.

The red-headed woman grinned fiercely at Lansky and his colleagues, who all stood around nervously at the "technicians", who had all drawn guns of their own and proceeded to bind the laboratory technicians.

"Welcome to the resistance," was all she said to him.

Selena's cohorts quickly proceeded to subdue the guards, binding the Hammer executives and lab workers, but allowing the cleaning and support staff to leave, telling them to carry the message to the media.

* * *

Rick was suddenly burst out of his reverie by a hard tap on the shoulder. Looking up, he saw the uniformed police officer glaring at him sternly.

"What the-what do you want?" he demanded.

"The library's being evacuated, son," the officer replied.

"What for?" Rick asked.

"Hostage situation at Hammer Labs," the officer responded. "A bunch of nutjobs have set up a bomb and are holding the executives and lab workers hostage, claiming they'll level the place unless Hammer Labs shuts down its diamond experiments, gives them $20 million, and lets them pull out. They let the cleaning and lunch staff out, had them bring our demands."

Rick got up to leave, noticing his friends already standing. He suddenly felt drowsy, staggering as he nearly fell asleep. He understood the signal, even as Red and Kenny moved to support him.

"Come on, man, pull it together!" Red said as he lifted Rick up.

"Yeah, we can go back to my place," Kenny added. "We can keep working on-"

"I…need to go home," Rick replied. _You want out that bad? Damn it all, _Rick thought to Sleepwalker.

"But…what about your paper?" Alyssa asked. "And the exams we're studying-"

Rick suddenly froze. His grades were bad enough already-could he really afford to go home and let Sleepwalker out? His head ached abominably, and he could barely stand, dragging himself along to the elevator doors.

"I can…handle it myself," he replied.

_God, I know I'm going to regret this, _he thought. _Just try and make it quick, alright? _he asked Sleepwalker.

There was nothing else he could do.

* * *

Several sleeping pills and a glass of wine later, Rick was asleep. Sleepwalker emerged and flew off towards Empire State, carefully checking first to make sure no one noticed him flying away from Rick's apartment. Fortunately, everyone in the area was indoors, and the police were more concerned with keeping people inside than they were in watching the skies.

From a distance, Sleepwalker saw that the building was surrounded by police. There was no way they would let him in-and how could he get in without the kidnappers noticing him?

Sleepwalker turned and noticed a manhole cover in the streets leading towards Hammer Labs.

There was always another way in for a Sleepwalker.

* * *

"Are you serious, Selena?" one of the hostage-takers asked incredulously.

"You heard me," Selena snapped. "Once we get the money and get out of here, we set the bomb off. The bourgeois pigs and their death tools go up in smoke, and we make our point."

"Death tools? Pigs? What are you talking about?" Edward Lansky, bound with several of his assistants, demanded. "I'm just trying to earn a living here-"

"And I suppose that excuses what you're doing?" she snapped. "Don't get involved in a war unless you're ready to be a casualty."

"Come on, Selena," one of her underlings said slowly. "These guys have families, and they-"

"-Families that got rich off everyone else's suffering," Selena finished for him. "Just what's with you, anyway? Are you taking their side?"

The girl paled and fell silent immediately.

"Kathy, come in!" Selena ordered into her walkie-talkie. "Have the police made their response yet?"

There was no response, other than the hiss of static.

"Kathy!" she ordered. "Ted! Tania! Anyone! Dammit, what's going on?" she demanded.

The shouts of amazement soon alerted her to the truth. Turning around, she saw Sleepwalker burst into the room, as his eyes glowed. The hostage-takers scrambled to get out of the way as his warp vision distorted the floor around the bound scientists, raising it in a defensive shielding that became as hard as vibranium. Reflexively, several of the hostage-takers fired their guns at the barrier, but the bullets bounced off harmlessly.

"What the hell are you doing?" Selena Slate screamed at Sleepwalker.

_"Preventing you from killing innocent people. I have already thwarted your underlings and freed their prisoners," _the alien answered calmly.

"If you really gave a damn about that, you'd help us destroy these diamonds! Do you have any idea what they're using them for?" Selena screamed.

Sleepwalker hesitated.

Selena shook her head, as images of explosions and screams echoed in her head. She shook her head and held back a sob, glaring hatefully at Sleepwalker. He reminded her so much of…

_Do you really care? _she heard a voice inside her ask. _Then prove it! Or are you just going to live like one of them?_

One of them.

She choked down a scream.

Her supporters looked at her for orders. Sleepwalker stood silently, looking at the synthetic diamond in its display case, the bomb, and the trigger in Selena's hand.

"Get lost," she hissed at Sleepwalker, her thumb on the trigger. "Or so help me, I'll-"

Reflexively, Sleepwalker's warp vision flashed, cutting through the wires hooking the bomb up to the building's power grid. Selena's thumb it the trigger right before his vision hit, activating the bomb.

The building's lights glowed briefly, before flickering back to normal. Only a small amount of energy had entered into the system-not enough to destroy the entire building, but enough to overload Dr. Lansky's spectrum machine.

"Damn you!" Selena screamed at Sleepwalker. "Kill him!"

The dozen people in the room all rushed Sleepwalker at once, firing their guns. The alien flew into the air, before landing in the midst of his foes, punching and kicking them into unconsciousness. None of them were a match for the experienced warrior, who soon left them all sprawled on the floor.

Selena and Sleepwalker faced each other silently.

_"It doesn't have to be this way," _Sleepwalker said, trying to reason with her. _"Can't you talk things over with-" _

"A fat lot of good that does against people who throw you from one home to the next, beat or kill your friends, ruin their homes and lives," she hissed. "You ever known anything like that?"

_"As a matter of fact, I have," _Sleepwalker replied. _"And-"_

"Bullshit!" Selena shouted, raising her gun and firing at Sleepwalker. The alien dodged quickly, landing in front of the machine containing the synthetic diamond. The diamond was now glowing erratically and strangely, even as the machine holding it began to smoke and spark.

Furious, Selena fired again. Sleepwalker sprang into the air, causing the bullet to pass underneath him and smash into the machine, shattering the synthetic diamond. The broken diamond unleashed a massive wave of colored light, washing over Selena. She screamed and fell to the ground.

Cursing, Sleepwalker approached, praying that Selena was still alive.

She was more than alive. Selena Slate got to her feet, her body glowing with all the colors of the rainbow. She radiated power, the hues flashing with a life of their own.

"So much for Selena Slate," she said slowly. "Now, with Spectra, the revolution is really going to take off," she said, launching herself at Sleepwalker.

(_**Next Issue: **_Sleepwalker and Spectra fight an intense battle, while Rick Sheridan is let to struggle with the ever-worsening effects his fusion with Sleepwalker is having on his life. Meanwhile, Dr. Edward Lansky is beginning to reconsider the possibilities of his light experiments, and the mysterious Colonel O'Brien is expressing outrage over the destruction of his diamond. All this and more in _Sleepwalker #5: Color Dreams!)_


	5. Color Dreams

_**I shall be telling this with a sigh**_

_**Somewhere ages and ages hence:**_

_**Two roads diverged in a wood, and I-**_

_**I took the one less traveled by,**_

_**And that has made all the difference. **_

**-Robert Frost, _The Road Not Taken_**

Growing up hadn't been easy for Selena Slate. When her parents had been imprisoned for their crimes, the toddler Selena had been bounced around numerous group homes and foster care.

_"Selena, I told you! Eat your carrots!"_

_"But, I'm-" she tried to protest. _

_She was blinded for a second as the hand struck her across the eyes. _

_"You little rat!" she heard the woman say. "I told you to-"_

_"Well, what did you expect?" her husband asked. "Her parents were probably high when they conceived her!" _

That was one memory.

_"I'm sorry, Selena. We can't play anymore," the little boy said, turning around and walking away. "Daddy says your parents were Commies." _

_"What does that mean?" his sister asked as they walked away. _

_Selena turned around to the other children across the way. _

_"Ha! You think we'd let one of __**you**__ hang out with us? Get real!" they scoffed, turning around and walking away. _

_Selena just stared down at the puddle. _

And then there was another one.

_"Why do I have to leave?" she asked. "Mrs. Ferguson is nice to me!" _

_"We just don't feel you belong here, Selena," the man answered, writing something down on his clipboard. _

_"But, she's so happy here!" Mrs. Ferguson protested. _

_"That is our decision," the man said calmly, looking up from his clipboard. _

_"Come with me, Selena." _

Screaming, Spectra charged at Sleepwalker.

* * *

SLEEPWALKER #5

"COLOR DREAMS"

* * *

Sleepwalker leapt over Spectra, dodging her initial charge, before coming down and coming at her from behind, not knowing what she was capable of. She spun around-faster than he could have expected-and raised her hand.

A flash of red light erupted from Selena's hand, smashing into Sleepwalker and sending him flying back into the lab equipment. Sleepwalker fell to the ground stunned-that beam hit like a sledgehammer-as Spectra concentrated again, this time focusing and unleashing an orange beam. Sleepwalker sprang up, screaming in pain as the beam cut across his chest.

Sleepwalker rolled out of the way of the next blast, a bolt of bluish energy, that chilled him as it passed by. Wrenching the countertop off one of the laboratory tables, he concentrated on it with his warp vision, strengthening it to absorb the blast of yellow light that followed. Bracing himself against the blast, he threw the countertop at Selena, who cut it in two with her orange light. Sleepwalker ducked under the blast, rolling up and catching Selena across the jaw with a hard uppercut.

_"I do not know what has happened to you, Selena Slate, but this must-" _he said, trying to wrestle Spectra into submission.

"You don't understand!" she shouted, trying to find another beam of light that could help her. She finally concentrated on a bolt of purple light, radiating it out from her body and catching Sleepwalker full on. The alien gasped and released Spectra, his insides feeling as if they were on fire. Selena struck him with her blue energy, slowing Sleepwalker down, numbing him with cold.

"My name is Spectra!" she shouted. "And this is war, you fool! You're on their side!" she said, gesturing to the scientists still trapped in the barrier Sleepwalker had set up to protect them from the guns of the protesters.

_"What do you mean?" _Sleepwalker asked, struggling to stand up. _My insides…_he thought slowly. _They're…burning…_

Spectra's purple light glowed brightly, as she continued to focus it on Sleepwalker.

"They're the ones producing the weapons," she spat angrily. "They're the ones producing the weapons, that kill-" _Why am I explaining it to this fool? _She thought. _He's just one of them, anyway-you don't negotiate with the enemy. _

* * *

"What the hell is she talking about?" one of the scientists demanded Dr. Lansky.

"Hell if I know," Lansky answered. "I'm just here for the paycheck."

"We've got to get a job somewhere, right?" a woman scientist chimed in.

"I'm just paying for Julie's braces!" another man added.

* * *

Sleepwalker looked straight up, releasing his warp vision. It was the only thing he could think of…

Spectra was suddenly caught off guard as the sprinkler system was activated. Distracted, she let up on her purple light, releasing Sleepwalker. He came flying in, kicking her in the stomach before warping the water around her, freezing it into hail as it crashed down on Spectra, staggering her. Sleepwalker then focused his warp vision on the nearest table, warping it into bindings and wrapping them around Spectra.

_"Why are you doing this?" _he demanded, ready to strike if she attacked him again.

"It's war," she hissed. "Don't you know that? This whole thing is war…insurgency," she finished.

A tear came into her eye.

_"I do not know what you mean," _Sleepwalker said slowly. _"I act merely to save the lives of these people, and prevent their murder-"_

"Just like they murder other people?" Spectra scoffed. Orange beams radiated from her body, cutting her bindings as she flew into the air, Sleepwalker right behind her. She flew over the cylinder containing the Hammer Labs scientists, ready to blast them, when Sleepwalker focused his warp vision again, drawing out a part of the ceiling to strike her.

Spectra was stunned briefly, before she screamed, turned and fled, blasting a hole in the wall to escape. Sleepwalker turned to pursue her, but then paused, feeling his aches and burns as the adrenaline of battle faded. Some of Spectra's associates were regaining consciousness, and Sleepwalker made haste to use his warp vision to bind them with the wreckage scattered across the lab. Finally, he opened a hole in the cylinder to allow the scientists to escape.

Dr. Lansky and his staff emerged, shaken but unhurt.

_"Are you alright?" _Sleepwalker asked them.

"Looks like we'll live," Lansky said dryly. "I guess we should call the cops and get these whackjobs arrested, huh?" he asked, glancing at the battered protesters now bound and restrained.

_"That would likely be the wisest course of action," _Sleepwalker agreed. He thought for a moment.

_"Why did that…Spectra woman attack you? What did she mean by her 'revolution' and 'resistance'? What war are you fighting?" _he asked the scientists.

They all looked at one another.

"We don't know," Lansky answered sincerely. "As to why she'd want to make orphans of our kids…well, you'd have to ask her that."

Sleepwalker shook his head, and flew off through the hole Spectra had left in the window, leaving Lansky to call the police.

* * *

_"Let her go!" _Sleepwalker ordered the enraged man. _"Killing her will not-"_

"I said don't come any closer!" the balaclava-clad man shouted, holding the knife close to the clerk's throat. "She's my ticket out of here, and none of you super-types are gonna stop me!"

Sleepwalker cursed. Rick had been asleep for hours-it was almost ten o'clock at night-and Sleepwalker had spent the day and evening dealing with everything from muggers to carjackers to a gang of teenagers beating on homeless people, and his energies were nearly exhausted. He prayed silently that Rick wouldn't wake up before he had time to deal with this man.

But what could he do?

Sleepwalker narrowed his eyes, and his warp vision flashed. He could have made the knife soft and limp, but he needed to save his power. The blade was twisted into a round, blunt orb right before it jabbed the clerk's throat. She gurgled in fear, but the orb merely bounced off her skin.

"What the-" the robber started, before Sleepwalker charged in, twisting his arm and freeing the hostage. She crawled to safety as Sleepwalker wrestled the robber, before slamming him into the wall and warped one of the convenience store display cases into manacles for him, tying him up and then knocking him out with a punch to the head right before he faded away.

The convenience store clerk emerged from the back room, shaken but unharmed, waiting for the police. She came back and found nothing but an unconscious robber.

* * *

Rick rolled over and sat up in bed, rubbing his eyes. He turned to look at the clock, and his heart sank.

Ten o'clock.

The library closed at nine.

And that bombing scare had prevented him from getting the books he needed.

And his term paper was due in less than forty-eight hours.

Shaking his head, Rick disconnected the phone-again-and began working feverishly, fighting a growing sense of panic.

One of the poems he had to analyze included Frost's _The Road Not Taken. _It stuck in his head for some odd reason…

_Two roads diverged in a yellow wood,_  
_And sorry I could not travel both_  
_And be one traveler, long I stood_  
_And looked down one as far as I could_  
_To where it bent in the undergrowth;_

_Then took the other, as just as fair,_  
_And having perhaps the better claim,_  
_Because it was grassy and wanted wear;_  
_Though as for that the passing there_  
_Had worn them really about the same,_

_And both that morning equally lay_  
_In leaves no step had trodden black._  
_Oh, I kept the first for another day!_  
_Yet knowing how way leads on to way,_  
_I doubted if I should ever come back…_

_Funny how things work out, _he thought to himself. _What do you do when you're forced down a road? _The clicking of his keyboard faded into the background as he shook his head.

_Granted, I doubt Frost ever had to deal with that. _

He took a drink of coffee to keep himself awake, and then paused.

Something was missing.

He came back with a bottle of beer.

He needed something to smooth out his nerves, after all.

* * *

Rick worked like mad all through the night, stopping only to stop by the library when it opened. Taking the early bus to campus, he arrived at the library…

"What do you mean, they're checked out?" he asked the librarian, his voice fading.

"That's what I said, dear," the older woman answered, typing them up on the search index. "They were checked out yesterday…around three o'clock, it looks like."

Rick's heart sank again.

Getting to and from the library…

An hour and a half.

Wasted.

* * *

Rick promptly returned home, and spent the rest of the morning working. Taking a break for lunch, he set the coffee on again, before opening up a beer. Four empty bottles sat next to the sink, as Rick greedily drank a fifth.

Phoning his friends was no help-they had all disconnected or turned off their phones so they wouldn't be distracted writing **their **papers-so Rick was forced to work from his own notes-notes that were full of gaps, some of them having been lent to his friends.

Eleven o'clock at night…_twenty-five hours straight…_Rick finally printed out his papers-or as close as he could get to them-before going to the bathroom and staggering into bed, setting his alarm. He hiccupped several times, as he closed his eyes.

_Wake me up at seven, _he silently begged Sleepwalker as he passed out.

* * *

Inside Rick's mind, Sleepwalker rose gratefully to the passage leading to the Mindscape, drawing energy of his own to restore himself. He saw Rick's subconscious begin to take over as he fell deeper into sleep, beginning to dream.

Curious, Sleepwalker watched.

* * *

_Growing up in suburban Albany hadn't been all that unusual for Rick-going to school, playing Little League, dating girls, learning to drive, before studying in high school and then going to Empire State University. Nothing so unusual, right? _

_Well?_

_Mom and Dad were pretty much what you'd expect. Office workers coming home every evening, one brother, one sister, loving family. A lot like the Cleavers, only not as sappy. Little brother was a pain, older sister loud, shrill and bossy. _

_First, there had been Cyrus and Kenny. Cyrus was the egghead, always messing around with everything from Meccano to his dad's power tools. Skinny little guy, obsessed with Pogs for a while. Then he got into that Dungeons and Dragons stuff…but he was nice all the same. Weird, but nice. _

_Kenny's idol was Bart Simpson-driving his teachers crazy gave his life meaning. Then, when he was a teenager, his new interest was pot. Brownies only-smoking looked disgusting, and was too lowbrow for his tastes anyway. Besides, girls liked brownies better. Good thing his parents were so rich-how else could he have gotten into Empire State? _

_Red was the football player, Julia was the poet. Red's dad was an army man, Julia's dad worked for the Democrats. Rick first met them when he made the mistake of trying to referee between them. But then, maybe that's what he got for trying to be the peacemaker. _

_Finally, there was Alyssa. Statewide tap-dancing champion at fourteen, beating out competitors three times her age, before going on to finish second in the national finals. She and Red had dated for awhile, promising to do it if he'd stop picking on that poor Nelson Gruber guy, but it kind of fizzled. Never seems to get mad, pretty kind overall…but she sure does love the spotlight. Not a diva though, thank God. _

_You never know which way the road is going to take you, _Sleepwalker saw Rick dream. _You could wake up the next morning and find out you have AIDS or ADD, and how are you supposed to react? _

_What the hell are you supposed to do? _

_How are you supposed to live with that knowledge? _

_Why did you have to be the one that took the road less traveled? _

* * *

Dr. Edward Lansky's eyes gleamed as he looked at the results of the computer analysis. He had moved to another branch of Hammer Labs with the remains of the synthetic diamond, and had spent the day continuing to analyze the light energy that remained in it. Fascinated by what had happened to Spectra, Lansky tried to replicate the results, wondering how he could use the energy for himself.

The individual colors were random and chaotic, unable to be directed through micro-circuitry or remote manipulation. Lansky would have had to be mutated like Selena Slate to do that, and the eminent scientist had no desire to spend the rest of his days as a living prism.

Prisms! Light could be broken through prisms to produce the individual colors of the spectrum…but what if the colors were placed back through the prism? If the prism was prepared properly…

Lansky grinned as he considered the possibilities. He could render light solid, control it, manipulate it…

He imagined the headlines.

_**Master of light wins Nobel Prize for Physics! **_

Lansky wondered whether he should thank Dr. Fong. After all, Fong had graciously lent him much of his research…

"No," he said to no one in particular. "It's about time that loser got taken down a peg or two," he laughed.

The "master of light" did have a nice ring to it.

* * *

Colonel O'Brien seethed inwardly as he read the memo from Justin Hammer. The synthetic diamond had been absolutely ruined, and their research had been set back a year, maybe eighteen months. This was not what he wanted or needed.

"Cheney's going to have my ass in a sling," he cursed. _Hammer doesn't care, _he realized. _He can just have the contract renewed and make a new diamond…another month of delay. _

He had already heard quite a bit about this Sleepwalker character-putting that 8-Ball crook on ice, nearly busted that Chain Gang nutcase (_why did he sound so familiar? _O'Brien wondered), captured the Ringer, stopped that rainbow-hued flower child Spectra, and busted everything from ordinary muggers to bank robbers to would-be rapists and drug dealers on nightly patrols. He apparently hadn't come into contact with some of the other members of New York's long underwear union-the Spider-Mans, Moon Knights, Ghost Riders, Darkhawks or Daredevils-but he had already attracted notice for his bizarre costume and even more bizarre powers.

O'Brien didn't normally bother with these super-types-crime was the job of SHIELD and the FBI, not the Department of Homeland Security-but Sleepwalker and that communist Spectra had crossed the line. They had gotten in his way, and they'd need to be taught a lesson.

He pushed a button on his office intercom.

"Yes, sir?" the deep voice on the other end answered.

"Nightstick, get Wiretap and Cuffs and get in here. I have a job for you."

_Duty calls, _O'Brien thought calmly.

(_**Next Issue: **_Rick Sheridan ends up completely out of his normal sleep cycle, while Sleepwalker begins getting bad vibrations from the Mindscape. Meanwhile, the Chain Gang returns, robbing the Metropolitan Museum in an attempt to lure out Sleepwalker! All this and more in _Sleepwalker #6: Chain Reaction!) _


	6. Chain Reaction

**Colonel Trautman: It's over, Johnny. It's over!  
John Rambo: Nothing is over! Nothing! You just don't turn it off!**

**-_First Blood_**

_Ernie Mills loved it here. He had the guns, the ammo, the power, everything. Back home he was a nobody…but here he was a god. _

_The short, powerfully muscled, blue-eyed bald man trembled with excitement as he waited for his sergeant to give the signal. Immediately, he kicked the thin door down and charged in, his buddies behind him. They charged through the house, waking the residents and herding them into what passed for a living room._

_"That's it, hands in the air!" Ernie shouted. "You all know where he is, and we want him, now!"_

_The residents protested. Ernie raised his gun again. _

_"Speak English, dammit! We're in charge here, so you do what we say!" _

_Cowed and broken, they began speaking as best they could. _

_Ernie kept the father in his sights. . _

_He lived for moments like this-they blew his buddies away, he'd take payment-one way or another._

_His face twisted into rage as he remembered what happened to Ricky, before grinning at the man's daughters. _

* * *

_"You know, I don't think that's what they really want," Hector Fuentes advised his sergeant as they left the briefing. _

_"How the hell would you know?" the sergeant demanded. _

_"Well, they don't seem too grateful," Hector said dryly. "It ever occur to you, what with the protests, the riots and the boom-boom-booming of the bombs?" he asked sarcastically, doing his best Professor Frink impression. _

_"They're too ignorant to understand the value of the freedom we're giving them," the sergeant said bluntly. _

_"So we're the only ones who know what's good for them?" Hector asked. _

_"If you don't want to end up like one of the prisoners, Fuentes, I suggest you keep your mouth shut," the sergeant said darkly. _

_Hector shut his mouth damn quick-he had no desire to be whipped with pistols or belts, have crap thrown all over him, or get burned with a torch-but in his case, they wouldn't be going for information or a confession. _

This wasn't what I signed up for, _he thought grimly. _

* * *

_Hammer Industries, Roxxon Oil, and Utrecht Industries…_All lined up for a piece of the pie, _Ray Morgan thought. The slim, bespectacled man had been assigned to guard the company executives as they met with army brass and administration officials to hammer out the final details of the contracts. _

_Ray sighed inwardly. He doubted Justin Hammer, Simon Utrecht or Wilson Fisk, president of Roxxon, would ever send their kids off to die in some hellhole halfway around the world, when they could line their pockets at home in comfort. _

_He was almost thankful his father had disinherited him-he hated to think of himself eating with that kind of scum. _

_They'd get the contracts, of course. He saw how hard they'd lobbied for them-and that poor Harold Pruitt got left out of the loop again. _

_It was strange-and more than a little sad-how far people would go to make money. _

The only thing really separating the likes of J.P. Morgan and the likes of Justin Hammer was time,_ Ray realized. _

* * *

_Willis Hayworth stood impassively as the men screamed. He wasn't all that keen on doing this, but orders were orders, and he was going to carry them out. _

_"Now, are you going to tell us what we want to know, or do we have to do this again?" he asked the prisoners coldly. _

_"I…I don't know…" one man started. _

_"Bullshit," Hayworth answered. The large, powerfully built black man gestured to the other interrogator. _

_The men screamed again as the electricity crackled. Hayworth remained impassive, his jaw clenched. _

_He was trying to hold back a scream of his own. _

* * *

SLEEPWALKER #6

"CHAIN REACTION"

* * *

Rick Sheridan handed in the last of his term papers with a heavy heart, before sinking into his seat. Hurriedly cited footnotes, gaps in the flow, and everything in between…but he had no choice. ESU's policies on submitting term papers allowed for no late returns-if it wasn't in by the due date, the professors wouldn't accept it. Sleepwalker had filled him in on what had happened-the bombing had been prevented, the scientists rescued, all of Spectra's cohorts turned in to the police…

_…hip-hip hooray, _he thought glumly to himself.

He tried to stay focused as the professor droned on about James Madison and the Bill of Rights, but his thoughts kept drifting back to the two weeks since Sleepwalker had become trapped in his mind…

_"I can't go out tonight," Rick answered Cyrus over the phone. "I've got to study…" _

_"Ten o'clock?" he answered Alyssa's query. "That's no good for me-I need to get to bed early to get started on that project for History class…yeah, I'd love to go out tonight too, but I've been needing sleep like a dog, lately."_

_"Come on, Julia," Rick answered as he took a glass of wine. "It's only my second bottle tonight…"_

_"I told you already, Red. I'm just having a bout of insomnia! No, I don't need any medication for it…yeah, I'm sorry I blew you guys off for the movie, but I needed the sleep…"_

_"No Dad, you shouldn't come down here," Rick typed in his e-mail. "Life has just been one headache after another." _

At least that last excuse was true. Besides, what else could he say?

_I don't get it…_he thought. _What did I do to deserve this? I could have done my schoolwork better, if I didn't have to let you out, _Rick sadly noted to Sleepwalker. _Saving their lives, sure…but where does that leave me? And no, I can't tell anyone...how the hell do you think they'd react? _

* * *

Sleepwalker bowed his head as he heard Rick's thoughts. He had informed Rick about what had happened while he was patrolling the city-thwarting robberies, stopping carjackers and rapists, catching murderers and super-villains…but he did not describe what was going on in the Mindscape…

_Sleepwalker sat and meditated in Rick Sheridan's mind, breathing slowly as the energy of the Mindscape washed over him. The pain from his wounds faded, and his internal energies were restored, with the connection to home. _

_Home…what did that mean anymore? Where were the other Sleepwalkers? Fighting Cobweb…the reason he was trapped…_

_Sleepwalker stood up shouting in rage, before calming down again. _

_What just happened? _

Something _was wrong in the Mindscape. He was getting some very, very bad vibrations. _

_How long could the other Sleepwalkers hold out? _

_Sleepwalker shuddered…_

_…and cursed himself yet again for his stupidity. _

* * *

Later that afternoon, back at his apartment, Rick pushed the door open as he balanced his groceries. He had the coffee…and he had the wine, thank God for that.

He boiled a fresh pot before setting down to work. Several pots and several hours passed before Rick finally settled down to sleep. He lay out and closed his eyes, watching as the light faded.

He wasn't sure why the idea of fading away seemed to occupy so many of his thoughts lately.

* * *

_Are you sure this'll lure him out? _Hector thought to his companions as he scanned the Metropolitan Museum's security system. _I mean, I'm ready for another round with the guy, but-_

_This is but the first of our robberies in this area, _Ray answered. _They will most assuredly lure Sleepwalker here, along with any number of other heroes, no doubt. That is, I am afraid to say, the one flaw in our plan. _

_Bring it on! _Ernie laughed. _Spider-Man, the Thing, Daredevil, Wolverine…I don't care who it is, long as we get someone to pound on! _Ernie focused his energy draining powers, sucking the power out of the museum's electrical grid before Willis used his strength to rip the doors out of the building, leaving a fairly obvious entrance for any passing superheroes. They had fenced and spent much of their ill-gotten gains from their previous robberies, and now they were breaking into one of the most famous museums in New York to steal some of its priceless artifacts.

_Sleepwalker's the main one, though, _Willis harshly reminded his friends. _It's not over yet…_

"What the hell?" the first security guard shouted from across the lobby of the museum, drawing his gun. "What are you, some mutant freak? Just put your hands in the air…"

The Chain Gang rapidly vanished, teleporting out of sight before the guard could shoot his gun, before grabbing the security guard from behind. The guard gasped as the Chain Gang leached out his life energy, before dropping him to the ground, unconscious.

The next few guards were easy to deal with, the signals of their walkie-talkies easy to jam, their pathetic fighting skills no match for the Chain Gang or their powers. They gathered various fine artworks, not bothering to teleport them away, just marshalling their resources…and waiting.

* * *

They did not have long to wait-Sleepwalker came flying into the museum, alert and wary of an attack.

"We have been waiting for you," Sleepwalker heard Ray's voice from the far end of the lobby. The alien glanced into the darkness, until the Chain Gang marched forward.

_"The Chain Gang," _Sleepwalker said slowly. _"I had wondered when you would return." _

"Hey, the war isn't over yet," Willis spat. "Not until we get rid of you, alien."

_"Alien…?" _Sleepwalker said in confusion.

"All you aliens," the Chain Gang continued. "The war's still going on, and it's not going to stop until all you aliens are dead."

_"What war? What aliens?" _Sleepwalker said in confusion. How did they know he was from the Mindscape? Did they know?

"We're not going to stop because some weirdo alien told us to!" Hector laughed, preparing to unleash a hellish blast of sound at Sleepwalker from the museum's alarm systems.

Suddenly, the Chain Gang teleported to Sleepwalker, grappling him and then teleporting again, taking them to the museum's roof.

"The hell was that for, Ray?" Ernie demanded.

"I merely wished to avoid damaging all the fine artworks in the museum," Ray answered. "Now then…shall we destroy him?"

Sleepwalker charged, focusing his warp vision to blow a wave of grit and dust at the Chain Gang, who quickly shut his eyes and sprang forward, leaping at Sleepwalker, who dodged quickly and warped the ground, making it slippery and soft so the Chain Gang fell on his face. Sleepwalker then attempted to warp the ground to entomb the villain, but he teleported out of the area, appearing right behind Sleepwalker.

The alien was ready, and spun around in a roundhouse punch that caught the Chain Gang square in the face, sending him staggering back as Sleepwalker sent him sprawling with a kick to the gut.

_"You must stop this at once!" _Sleepwalker shouted at the Chain Gang.

"It's not over, you son of a bitch!" Hector screamed, focusing on the electricity of the lights inside the building. A horrible rumbling sound was Sleepwalker's only warning as a massive electrical storm charged through the roof, blasting him with several thousand volts of electrical energy as the Chain Gang recovered. Hector dismissed the electricity as the Chain Gang grabbed Sleepwalker's arm. Willis focused his strength and punched Sleepwalker in the face as Ernie focused, draining Sleepwalker's energy.

"This is what it's all about," Willis hissed at the alien. "This is war. We fight and we win."

_"What war are you fighting?" _Sleepwalker gasped in confusion, struggling to free himself, before finally breaking free and staggering back.

"The same war we've been fighting ever since we signed up," Willis said harshly. "We can't do anything else."

"This is what we are reduced to," Ray said harshly. "Robbing and fighting. Only now, we take from those who made us what we are, and who used us in the first place. We're taking the war to them."

_"But…why do you need to do this? Why do you want to do this?" _Sleepwalker asked, dodging the Chain Gang's next attack, before grabbing his arm and sending him crashing into the hard ground. Sleepwalker picked him up and pulled back his arm for another punch, before the Chain Gang vanished again.

"We can't turn it off, man!" Hector shouted, stoking up the electricity from the hole in the roof and casting it at Sleepwalker in bolts of lightning, which the alien frantically dodged as he tried to think of a plan. "And we're not going to stop just because some freaking alien told us to!"

"We were fucking gods, and now look at us!" Ernie shouted, as Sleepwalker flipped out of the way of the Chain Gang's glowing hands. "They wouldn't give us anything, and now we're gonna take it!"

Sleepwalker focused on the ground underneath the Chain Gang as he charged at him, knocking him off balance long enough for Sleepwalker to focus again and craft a heavy stone hammer out of the stone. Hefting the weapon in his hands, he advanced on the Chain Gang and swung hard.

The Chain Gang easily caught it, flexing his muscles as he caught the weapon's head, and wrenched it out of Sleepwalker's grasp. He teleported away, as Sleepwalker looked around quickly, waiting for the Chain Gang to strike.

The Chain Gang reappeared only a little farther away, ready to toss the hammer at Sleepwalker before the alien could dodge, crushing his skull. Exactly what Sleepwalker was waiting for-blasting the hammer to pieces with his warp vision, Sleepwalker caught the Chain Gang off guard as gravel and bits of shale flew into his face and arms, cutting him all over.

Before he could recover, Sleepwalker charged in, ripping the chains off the Chain Gang's costume and warping them into bindings for the tortured man, giving them the strength of titanium so even the Chain Gang's incredible strength could not break them. He gave the Chain Gang a hard blow to the back of the head, knocking him senseless before he could teleport away.

Sleepwalker noticed the police sirens below-they had had the good sense to not try and break the combatants up. Picking up the unconscious criminal, Sleepwalker levitated down towards the police and security guards who came to identify the Chain Gang as the man who attacked them.

A tall, slim black woman in plainclothes came forward, identifying herself as Detective Cecilia Perez, NYPD.

"This is the same guy who tried that robbery on Broadway about ten days ago, wasn't he?" she asked Sleepwalker, who gently touched down in front of the museum with the bound and unconscious Chain Gang.

_"I believe so," _Sleepwalker said distractedly. His mind was on something else.

"Do you want to make a statement?" Perez asked.

_"No…" _Sleepwalker answered, until he paused for a moment. _"Wait…as a matter of fact, there is something I have realized." _

"What's that?" Perez asked, opening her notebook.

_"There is so much about this world I do not understand," _Sleepwalker said as he flew off. Some of the police officers called out to him to stop, but Perez stopped them-the security guards and witness accounts of the fight would be enough to send this 'Chain Gang' character to the Raft.

Sleepwalker flew off, considering the strange ways of humans.

_What did they consider war? _

_How and when do you stop a human war? _

_What happens to the humans who fight in it? _

_Why do they go to war? _

_Why did the Chain Gang call me an alien?_

The Chain Gang did not know he was from the Mindscape-he was certain of that.

Sleepwalker flew through the night, ever vigilant and alert, but also gazing up at the stars beyond.

And wondering.

* * *

_"I cannot believe this," Ray said, shackled with Ernie, Hector and Willis in a holding cell. "Surely we could at least speak on our own behalf!" _

_"You watch too many episodes of Matlock," Hector replied sarcastically. "What did you do to end up here? Make Wilson Fisk look stupid?" _

_"I merely stated that I found it curious that Congress apparently was not informed of the arrivals of Messrs. Fisk, Hammer and Utrecht to discuss the reconstruction plans. I did not expect that I would be jailed for speaking my mind-"_

_The other men, more hard-bitten and experienced, simply laughed. _

_"Here I get busted for breaking into these locals' homes lookin' for bombers," Ernie muttered. "What do the brass care if I stir some shit up, have some fun with the honeys? We run this place now, so why can't we?" _

_"So, you get arrested for breaking into peoples' homes like a common criminal. What did you expect?" Hector asked sarcastically. _

_"What about you, then?" Ernie asked. _

_"I wouldn't use the stun gun they gave me for interrogations. I figured some food and water might make a better interrogation tool. Shows how much I know, actually trying to show some compassion. Look where it got me," Hector replied grimly. _

_"You break orders, I follow them," Willis snarled. "Damned if you do, damned if you don't. I get nailed for torturing those guys, and now I'm stuck here too. Makes you wonder what we're supposed to do to survive. Now we're stuck guarding those weird new missiles Utrecht Industries sent over," Willis finished, referring to their punishment. They were confined and chained together in a single cell, before being taken and assigned to guard the missiles. What guards were needed for not even Ray could fathom-the missiles were already in a bomb-proof shelter and protected by a heavy security system, but still, there they were, guarding the missiles day in and day out. _

_They passed the days telling each other of their experiences and backgrounds. Their sergeant had called them a "chain gang"-a moniker they had picked up for themselves. It was appropriate, being that they were all chained, one way or another. _

* * *

_Willis hadn't noticed anything at first, but slowly Ray, then Hector, then Ernie all began to fall sick. Ray had explained that they were suffering from radiation poisoning…and then they died. _

_It all passed so quickly for Willis after that…the interviews with army scientists…the trumped-up charges and dishonorable discharge…the protesters spitting on him and calling him a baby-killer when he returned to the States (big words from people who were never at risk of getting their heads blown off)…and reduced to panhandling and scrounging in alleys-after all, who would hire a convicted torturer who was kicked out of the army? _

_He had been used like a bloody animal-seeing and doing things no man should have to. He and his friends had been _somebody _over there…now look at him. Burned out, exhausted, used up and thrown away. _

_Willis only began to realize the truth when his powers began manifesting. Being able to drain the energy from people and objects, control that same kind of energy-anything from radio signals to electricity to sound, being able to teleport, and gaining incredible strength…_

_…then he realized why he had to talk to the scientists. _

_He and his friends had been guinea pigs. _

_His friends…_

…_they were gone?_

_No-the voices in his head made him realize they were back. Each one of their personalities controlled part of Willis's powers-the Chain Gang was back. _

_And it was payback time. _

_For all the trauma and abuse._

(_**Next Issue: **_Rick Sheridan is forced to juggle the twin responsibilities of letting Sleepwalker out and keeping up on his schoolwork, becoming more and more isolated in the process. Meanwhile, Colonel O'Brien dispatches the Thought Police to capture Sleepwalker, to make him pay for the destruction of the synthetic diamond! All this and more in _Sleepwalker #7:Police Brutality!) _


	7. Police Brutality

Rick Sheridan removed his jacket as he returned home from class. Pouring himself another cup of coffee as he muttered about the late October winds, he shook his head and hit his answering machine. Four messages…

_"Ricky, honey, it's your mother," _the first message began. _"You haven't called us in weeks. Is something the matter? That nice Alyssa girl told us about the problems you've been having with your marks. Your father and I aren't angry, we just want to know-" _

Rick promptly hit the Delete button.

He sighed-his parents were just worried about him-but what could he do?

He could hardly tell them he was fused with an alien from another world.

_"Dammit Rick, where the hell were you?" _Red's angry voice came in on the next message. _"You promised to meet me after the game, and we'd go out for beer. You just blow me off like it was nothing! Give me one reason why I shouldn't put my foot--"_

Rick promptly hit the Delete button.

He shook his head-Red had every right to be angry, and he could have sure used that beer-but what could he do?

It didn't help his guilt.

_"Mr. Sheridan, I'd like to know why you did not make our appointment to discuss your Chemistry homework," _Professor Warren's raspy, jackal-like voice came through on the answering machine. _"You know very well that I do not make such appointments lightly, and I am very disappointed that-"_

Rick promptly hit the Delete button.

He rubbed his temples-he had trouble concentrating on his chemistry homework, when he was able to remember it, and now he'd forgotten a major appointment-but what could he do?

It didn't improve his headaches or dizziness.

_"Rick, something's wrong," _Alyssa said calmly on the last message. _"I know there is. Please, can't you just tell-"_

Rick promptly hit the Delete button.

At first he wanted to scream-he had been ignoring her-but what could he do?

Alyssa was…well…what was she anymore?

Rick just slumped down in a chair, picking at his nails. He lay there for some time, his mind wandering aimlessly, before he remembered about the readings he had to do. Forcing himself to his feet, he hobbled off to get his notes, before flopping down on the couch in front of his TV, leaning back, and beginning to read.

He yawned loudly, his mind continuing to wander.

He got about ten pages in before he simply tossed the book aside, wondering why exactly he was supposed to care about something by Kenneth Grahame, who was supposed to have hated writing anyway.

Rick continued to work throughout the evening, until he finally yawned and fell asleep. Had he been more apt to concentrate, he would have known about the assignment on Kenneth Grahame due tomorrow, or the chemistry mid-term he was supposed to be studying for. His humanities classes at ESU had midterm essays instead of exams, but the science courses went with exams all the way.

This, of course, was lost on Rick as he fell asleep.

* * *

SLEEPWALKER #7

"POLICE BRUTALITY"

* * *

Sleepwalker's nightly patrols had been uneventful, until sometime after eleven o'clock, when he passed through a mostly darkened suburb. One house was lit up, its door wide open. Curious, the alien descended to investigate, already suspicious and on alert.

He floated into the home, hearing muffled screams, laughs and curses. There was broken and upturned furniture, with wall pictures hanging cracked and lopsided. Blood was visible on the floor and walls. Sleepwalker finally came into the back den, where he found a grisly scene: a family of four, the husband and son tied and knocked senseless, broken and bleeding, and the wife and daughter bound and held down. Standing over them were five punks, some them greasy hoods, others well-dressed young preps who no doubt thought their parents would buy them out of any trouble they got into. The punks were masked, holding knives, a baseball bat, and a crowbar. They were standing over the daughter, about to…she glared defiantly at them, thrashing hard and refusing to scream. It was taking four of the five men to pin her down.

Sleepwalker seethed inwardly. Of all the criminals he had come to know during his short time in the world of humans, home invaders had become the ones he hated the most. Robbing a bank or place of business was one thing-usually all that was lost was money and possessions. But when criminals attacked and invaded someone's home, they invaded that person's personal space. It was about power as much as money-they not only took control of the person's home, but also, on another level, their very lives.

Home invaders reminded Sleepwalker of the scum he fought and captured in the Mindscape-monsters that attacked a person's mind to try and drive them mad, or feed on their mental energies. Whether it was the home or the mind, it was the same thing: the animals who did these things attacked a person in the one place they truly had sanctuary, when the person had done nothing to them and could not resist their attack.

They attacked innocent people who couldn't fight back.

The thugs looked up in amazement at Sleepwalker.

_"You are all very strong and brave, I must admit," _Sleepwalker addressed them sardonically. _"Attacking a suburban family that cannot fight back must take a great deal of courage." _

The punks looked at each other.

_"Since you have all proven your bravery, why not come to a new challenge? Test yourselves against someone who can fight back. Or are you too frightened? Too weak?" _Sleepwalker's eyes gleamed.

Angrily, four of the thugs leapt up and charged Sleepwalker, enraged by the alien's taunts.

A double punch with both fists knocked out the two knife-wielders who charged. The bat-wielder charged at Sleepwalker, but he merely flashed his warp vision and peeled the baseball bat back like a banana skin. The thug gawked, and Sleepwalker punched him out. The alien caught the crowbar of the last thug and wrenched it out of his grip. His eyes flashed purple as he bent the crowbar as if it were a piece of tinfoil. The thug began shaking with fear, as Sleepwalker tossed the crowbar aside and knocked him out.

The last one had tried to hold onto the daughter, fear giving him strength as she struggled. He held his knife to her throat as Sleepwalker finished with the last of his buddies.

"Don't come any closer, freak," he warned.

Sleepwalker promptly responded by warping the knife so it became rubbery, slipping off the girl's throat like a toy.

"The hell-?" he said in confusion and loosening his grip, before the daughter recoiled, smashing her head into his and breaking his nose. The man howled in pain and fell back on the ground before the daughter jumped up skillfully, landing with her knees onto the thug's crotch. He howled in pain and rose up, only to have the daughter head-butt him again and knock him senseless. Her eyes narrowed at her assailant before Sleepwalker came up to her, untying her hands.

"That knife wasn't the only thing of his that was limp and floppy," she said calmly as she untied her feet, before helping Sleepwalker release the rest of her family.

_"What do you mean by that?" _Sleepwalker asked, before realizing what she was saying.

The girl merely raised an eyebrow at him.

The mother and daughter brought smelling salts and ice-packs for the father and son, calling the police as Sleepwalker kept an eye on the injured thugs, tying them up with their own rope. The police swiftly arrived and took the thugs into custody, letting Sleepwalker go after the family vouched for him.

"We've been looking for these guys for a while," one of the officers told Sleepwalker as he and another officer hauled away one of the unconscious thugs. "Too bad we didn't get Jeremy along with them-"

_"Jeremy?" _Sleepwalker asked.

"Jeremy Roscoe. Sort of the leader of these punks' gang," the officer informed him. "Got them connected to the organized crime in this city. He's worse than all his stooges put together-a real psycho."

_"Why are you telling me this?" _Sleepwalker asked as he left the house, following the officer.

"I just figured you costumed guys might need a bit of help, as payback for all the help you give us," the officer answered. "We have enough trouble keeping a lid on the crime in this city without super-powered nutcases like the Green Goblin or the Absorbing Man trying to tear it apart. I think you guys do a lot of good, whatever the _Daily Bugle _might say. Just thought that might be a tip about Roscoe-he's one to look out for-hell, I'd tell Spider-Man or Daredevil the same thing, if I came across them."

* * *

"I've got a lock on him," a young, auburn-haired man who had been scanning the police band using specialized equipment that the Department of Homeland Security had acquired for him. The man known as Wiretap was highly skilled in the use of surveillance equipment to track down potential targets. Clad in a blue uniform with gold shoulders and arms, he typed away eagerly.

"They say he is headed for Bryant Park," a slim, sharp-faced woman standing behind him noted. The arms of the uniform of the woman known as Cuffs seemed to be covered with hoses and tubing that connected a pair of devices mounted on her wrists with another device on her back.

"Then let's be there first," a tall, powerfully muscled black man said slowly. Nightstick was the leader of the Thought Police, a group of agents given a special mandate and equipment to subdue and capture anyone who might be required for capture and interrogation by Homeland Security, the FBI, or SHEILD. The "Thought Police" was not their official name, but Colonel O'Brien used it because he thought it matched quite well the group's mission.

Nightstick had always found it strange how the Colonel laughed sardonically when he said that.

* * *

Bryant Park was quiet this time of night, and so far Sleepwalker had not seen any other crimes of interest. He had, however, seen the strange superheroes known as Spider-Man and Moon Knight pass by tonight, although he had made no contact with them. He did not know what they would do if they encountered him…and he had little idea what to do if he encountered them, either.

He saw several groups of people gathered around, some drinking, others walking, some curled up on benches as they tried to shield themselves from the night breeze. He also saw the majestic architecture of the New York Public Library set against the New York skyline at night.

That was one of the strangest mysteries Sleepwalker had pondered since coming to the human world.

_How can beings simultaneously be capable of such destruction, hatred and violence, and of constructing something so beautiful, or of producing such great works of art, or showing such kindness and compassion to one another? _

The more he learned about the world of humans, the more Sleepwalker was confused.

Sleepwalker flew to a copse of trees and sat down for a moment to rest, taking care to conceal himself from anyone who might chance by. Fortunately, there were few people in that section of the park, save a trio that were passing down the sidewalk, and turning into the woods.

Sleepwalker stood bold upright and spun around, looking at the strange trio that were coming through the trees towards him. Wiretap had adjusted his cloaking device, changing them from appearing to be ordinary passers-by to projecting an illusion of the copse, completely concealing anything said or done within the radius of its effects.

Sleepwalker could sense changes in the air. He knew something was wrong.

_"What…do you want?" _he asked slowly, as the Thought Police resumed their true forms.

"We're from the Office of Interrogative Requisitioning," Nightstick answered coldly. "You're to surrender peacefully and come with us."

_"For what reason?" _Sleepwalker demanded.

"Our superiors want to talk to you," Nightstick said with icy calm. "That's all you need to know."

Sleepwalker considered the Thought Police for a moment. He didn't like the looks in any of their eyes. He looked back and forth to each of them; they all seemed tensed and ready to spring.

_"I do not wish to surrender tonight," _Sleepwalker said warily. He had a feeling that wherever they were taking him, it wouldn't be pleasant.

Nightstick merely charged at Sleepwalker, swinging heavy steel batons in either hand, as Cuffs and Wiretap fell into fighting stances. Sleepwalker ducked under Nightstick's initial swings, warping the greenery around him to entangle Nightstick. The big man was slowed down, but he simply tore up the warped bushes and bulled through Sleepwalker's barrier, pounding him once and twice with his batons, before hitting Sleepwalker a third time and sending him flying. The alien crashed heavily on the grass outside, as the Thought Police followed him out.

Sleepwalker was temporarily confused. There were people all around-couldn't any of them even notice the battle going on? Wiretap, now free of the trees, blasted Sleepwalker with several thousand volts of electricity, causing the alien to scream in pain.

Sleepwalker couldn't have known that Wiretap's cloaking device broadcast a powerful illusion over an area of several meters, masking the sights, sounds and even the sensations coming from the battle, and making it resemble deserted parkland. It was a handy tool for attacking people in public places while trying not to attract unnecessary attention.

A blast of warp energy deflected Wiretap's electric blasts, as Sleepwalker fired back. Their energies pressed against each other for a moment, before Sleepwalker was forced to dodge another assault from Nightstick. Sleepwalker ducked Nightstick's first swing and then leapt up, kneeing Nightstick in the face before seizing one of his batons and raising it for a strike.

Out of nowhere, it seemed, a powerful fist came and caught Sleepwalker in the face, sending him stumbling back and allowing Nightstick to recover. Cuffs had entered the fray, her equipment allowing her to generate a jelly-like ooze that she could control and shape according to her own desires. Sleepwalker blasted the gel and warped it himself, sending back flying over the temporarily shocked Cuffs, before Wiretap blasted him again. Nightstick immediately followed, lunging at Sleepwalker.

Sleepwalker took to the air, determined to meet Wiretap head-on. He warped away the next blast that Wiretap fired at him, flying in and kicking the young man in the stomach, before elbowing him in the back as he buckled over and sending him falling back to the ground. Sleepwalker flew back to the ground and warped the ground, sending a wave of earth flying at the Thought Police.

The Thought Police were more than ready. They had trained together as a well-oiled unit for months, learning to complement one another's abilities and tactics, two of them attacking a foe while the third distracted him. Cuffs caught Wiretap with her jelly, putting him down safely in front of them. Wiretap quickly grasped the hands of his colleagues, before generating a field of energy that blocked the dirt coming at them. Holding their hands, Wiretap led Cuffs and Nightstick through the earth, right into the path of Sleepwalker's warp vision.

Sleepwalker immediately stopped-the Sleepwalkers had vowed never to use their warp energy on living things, unless those things were demons of the Mindscape-but the energy that encased the Thought Police seemed to shield them completely. Wiretap suddenly broke off the energy shields as Nightstick charged at Sleepwalker yet again. Sleepwalker was ready at first, seizing Nightstick's batons and pulling them out of his grip before swinging them back at their owner, who leapt out of range.

Before Sleepwalker could react, Cuffs suddenly unleashed a wave of jelly, slamming into Sleepwalker and encasing his lower body. The alien tried warping his way out, but Cuffs simply opened a hole in the ooze for the energy to pass through, leaving it unaffected. She applied more pressure as Sleepwalker struggled to free himself, before Wiretap began generating a field of energy that coursed up the jelly and began electrocuting his victim. Sleepwalker screamed and gave up the struggle, his muscles becoming flaccid and limp.

Nightstick advanced and picked up his fallen batons. He picked them up and glared at Sleepwalker, before swinging them hard, knocking the alien unconscious.

The gouged earth and trees would reveal a horrible scene several hours later, but at that moment, Wiretap's cloaking effect made the whole area seem calm and peaceful.

Just the way the Thought Police liked it.

_(__**Next Issue: **_Sleepwalker is defeated and brought back to the Thought Police's hideout beneath a bustling casino for interrogation. While he is being tortured, the criminal revolutionary Spectra returns, attacking the Thought Police to destroy them and Sleepwalker! All this and more in _Sleepwalker #8: Color Blinded!) _


	8. Color Blinded

_Those who would trade essential liberty for temporary security will receive neither.  
__-Benjamin Franklin_

It was one of New York's newest casinos, recently renovated and doing spectacular business. Everyone from Sunset Bain to Donald Trump to Wilson Fisk to George Clooney had put in appearances at the Aces High, simply adding to its prestige and fame. Millions of dollars were won and lost as the people gambled and partied the night away, blissfully unaware of what was happening in the tunnels underneath it.

* * *

Sleepwalker wasn't sure what time it was-there was no clock in the room. He squinted through the goggles Wiretap had put on him-whatever they were, they blocked his warp energy, leaving him unable to break free. He could see perfectly well, however-all four of their cold, impassive faces staring at him.

The Thought Police had brought him back to their base beneath the casino, set where few inquiring minds would think to look.

Those that did would then think twice about bothering a place frequented by the very rich and very powerful.

Cuffs and her bizarre binding-jelly had him pinned by his wrists and ankles to an angled table, while Nightstick and Wiretap stood ready. Colonel O'Brien stood impassively, wondering where to start.

"Who do you work for?" the colonel demanded.

_"No one," _Sleepwalker said slowly.

O'Brien raised his left hand and snapped his fingers.

Wiretap, who stood on his left and Sleepwalker's right, stepped up to the prisoner and released a slow current of electricity, causing him to scream in agony.

"We can do this the easy way, or the hard way," the colonel informed Sleepwalker. "Maybe I can jog your memory. Do you work for Lativeria? Doctor Doom?"

_"No," _Sleepwalker answered.

"The Red Skull?"

_"No, I do not-" _Sleepwalker started.

"Symkaria?"

_"How many times must I tell you?" _Sleepwalker demanded. _"I do not work for anyone, and I-" _

The colonel raised his right hand and snapped his fingers. Nightstick, standing on his right and Sleepwalker's left, raised a baton and struck Sleepwalker across the chest with it, causing his prisoner to recoil in agony.

"We can do this all night long," Colonel O'Brien said calmly. "You've got a lot to answer for, you know."

* * *

SLEEPWALKER #8

"COLOR BLINDED"

* * *

Minutes seemed like hours to Sleepwalker as he was interrogated. The colonel might have Wiretap electrocute him, he might have Nightstick beat on him, or have Cuffs sharpen Sleepwalker's bindings and cut into his wrists and ankles.

The colonel rubbed his chin slowly as he considered Sleepwalker. He had made the prisoner repeat the story about Spectra and the synthetic diamond half a dozen times, and every single time Sleepwalker had given the same reply. It was exactly what Edward Lansky and his staff had told the police, and he was aware of how Spectra's cohorts had denounced Sleepwalker for getting in their way.

The colonel wasn't satisfied, however.

Sleepwalker was partly responsible for destroying the diamond.

Hundreds of thousands of dollars and months of work ruined.

While everyone from Doom to the Red Skull to HYDRA, the Secret Empire, and Magneto continued to work unhindered.

This fool, whoever he was, was a serious danger.

"Who are you under that mask, anyway?" O'Brien demanded.

_"It is not a mask," _Sleepwalker insisted, a trickle of blood coming from his mouth.

"Then what is it?"

Sleepwalker was about to reply, before falling silent.

"Cuffs, get the man's mask off," O'Brien ordered.

A tendril snaked down from Cuffs' jelly and sharpened into a blade, cutting into Sleepwalker's face next to his chin. The alien gritted his teeth in pain, holding back a scream, as blood began to trickle down his throat.

O"Brien, Wiretap, Cuffs, and Nightstick each raised an eyebrow.

"Wiretap?" O'Brien prompted.

Wiretap narrowed his eyes and peered closely at Sleepwalker's wound.

"I'm no biologist, sir, but that's clearly the man's skin…or whatever passes for skin," the young technician answered. He reached out and took a blood sample, peering at it closely before placing it on another table.

"Well then?" O'Brien asked. "What are you? A mutant? Are you with the X-Men, Magneto's Acolytes?"

Sleepwalker considered for a moment. He knew that Rick would wake up eventually, and he would be pulled back into Rick's mind. He briefly thought of making up a false story, but dismissed the idea, as O'Brien would be able to easily verify that, and they would only come after him again.

He then wondered if he should tell them the truth. But would they believe him? And even if they did, what would that mean for Rick?

Sleepwalker didn't want to think about that.

His mind made up, he opened his mouth…

…and spat in the colonel's face.

They viciously beat him, they electrocuted him, they cut into him, they broke his fingers and twisted his knees. Fortunately, Sleepwalker's race had a strong tolerance for physical injury, used as they were to fighting the horrors of the Mindscape.

He gritted his teeth and refused to blink, even when Nightstick smashed him across the face.

Rick would wake up eventually.

_And I will not let them find out about you, Rick, _Sleepwalker thought, shutting himself off from what the Thought Police were doing to him. _Even if they kill me, they will not get what they want, and you will be free. _

He was still enough of a Sleepwalker to do that, at least.

Wiretap flooded his body with another jolt of electricity.

* * *

Nightstick, Cuffs and Colonel O'Brien eventually stepped out for a break, leaving Cuffs alone to restrain Sleepwalker. The hawk-faced woman stared into Sleepwalker's eyes, trying to discern something, although what it was he could not tell.

_"Why am I here?" _Sleepwalker asked somewhat ironically. _"I am now a wanted criminal for saving the lives of the innocent?" _

"You don't know what's at stake here," Cuffs replied calmly, not blinking as she locked eyes with Sleepwalker's.

_"Then enlighten me, for I do not understand," _he answered.

"The colonel will tell you if he decides that will help our mission," was all Cuffs would offer. "Otherwise, I cannot say any more."

_"Perhaps I have the answer," _Sleepwalker said, adjusting his position to ease the pain in his knees. _"All this place...it reminds me of something someone told me recently. You are fighting still, are you not?" _he asked.

Cuffs raised an eyebrow.

"Who told you that?"

_"A gentleman by the name of Willis…or Hector…or Ray…or Ernest," _Sleepwalker answered. _"He talked to himself a great deal, gave himself multiple names, called himself the Chain Gang." _

"Willis?" Cuffs asked.

Sleepwalker nodded slowly.

Cuffs flinched visibly, although she tried to keep a mask of calm.

Sleepwalker noticed the slip, although he said nothing. He had felt something about this whole meeting, something that went well beyond the destruction of the diamond.

* * *

Nightstick passed Wiretap and the colonel some coffee, as they sat down in the kitchen area. He took a deep breath and sat across from Wiretap, the colonel between them. He fingered one of his batons, leaning the other against his chair. The thought crossed his mind if the Chain Gang was really Willis…_but God only knows what happened to him, _Nightstick thought. He glanced sidelong at the colonel and Wiretap, who were casually sipping their coffee.

Nightstick wondered, and not for the first time, if Colonel O'Brien was the same Colonel O'Brien that Willis had mentioned. Willis's description would certainly match the colonel's personality.

_What are you thinking, you cold-hearted reptile? _Nightstick thought. _Worried about having your ass on the line? Worried about SHIELD or the Daily Bugle catching us red-handed? Planning on what you're going to do next to that green-skinned freak? Fair enough then-suits me just fine. _

Wiretap's fingers twiddled with excitement, eager to get back to work.

"Are you ready to return, sir?" he asked the colonel, who sat brooding and staring into his coffee.

O'Brien didn't answer, looking at his reflection.

"Sir?" Wiretap prompted.

O'Brien roused himself with a start.

"You're sure he's been telling the truth all this time?" the colonel demanded Wiretap.

"Positive, sir," Wiretap answered, looking over his lie detection equipment.

"Then tell me the absolute _second _that he slips up," O'Brien said in a cold voice. "And I mean the absolute second. Do I make myself clear?"

"Y…yes sir," Wiretap said, slightly unnerved by his commander's tone.

The colonel said for a moment, thinking on everything from Doctor Doom to A.I.M. to the Mad Thinker to the Leader, and what they could do with the light-bending technology Hammer Labs had been developing.

His face set in a frozen mask, he stood up and led his underlings back into the interrogation room for another round with Sleepwalker.

"If he continues to remain silent, increase the voltage," he instructed Wiretap, "and the force," he finished to Nightstick.

Both men nodded silently.

_This is how it has to be, _O'Brien thought calmly. _No matter what. _

* * *

The young woman was dressed in a conservative gray suit, sunglasses covering her eyes, as she took the elevator down below the casino. She had been experimenting with her powers since obtaining them, and she was most pleased with her abilities to cast illusions and hypnotize people.

They would so come in handy, after all.

Her sources had told her the Thought Police were going to capture Sleepwalker and bring him back here, and she would be ready. She knew they were after her as well, but she was not afraid.

In fact, Spectra was ready to take the fight to them.

* * *

"348 hours, Colonel," Nightstick stated as he came back into the room. 3:48 in the morning was late indeed, although none of Sleepwalker's interrogators seemed tired as they considered their beaten prisoner.

Sleepwalker was beaten, bloodied and exhausted, wounds marking his body and limbs. The blows would have been enough to knock any human unconscious, and even Sleepwalker, when this beating combined with the injuries he suffered fighting the Thought Police to begin with, was in serious condition.

There was a knock at the door, before Nightstick turned to answer it. Sergeant Carter stood there, his eyes glazed over, with a young blonde woman standing behind him.

"What do you want?" Nightstick demanded. "The colonel is very busy right now."

The young woman didn't wait for Sergeant Carter to answer, before shoving him aside and casting off her disguise. She suddenly glowed with all the colors of the rainbow, a living prism that flared with hatred for everyone in the room.

"You!" Colonel O'Brien said in amazement. "Spectra! What are…"

"I've come to take the fight to you, you bastards," Spectra hissed, purple light flaring from her body. "I've been waiting for a chance like this." She radiated a wave of purple light, causing Nightstick, the colonel, and the advancing Wiretap to fall to their knees, writhing in agony as she attacked their nervous systems. Cuffs immediately released Sleepwalker, lunging forward and creating a shield to protect her comrades as she radiated a beam of orange light at them. Cuffs gritted her teeth as the orange light began to pierce her jelly, reinforcing the shield before hitting Spectra hard and knocking her back into the hallway.

Sleepwalker tore off Wiretap's goggles, looking with extreme concern at the scenario unfold in front of him. He didn't know what Spectra was planning on doing, as Cuffs and Wiretap charged her. Nightstick was about to follow, before O'Brien grabbed his arm, pointing back at Sleepwalker. Nightstick nodded and advanced.

Sleepwalker knew he was in no shape for a pitched battle, but he had to do something. He grabbed the angled table on which he had been lying and flew at Nightstick, slamming it into his foe before warping it into a binding that pinned Nightstick's arms to his side, before throwing him into the wall, chasing O'Brien, Wiretap and Cuffs as they followed Spectra into the hallway.

The central foyer of the security complex stood in front of them, hallways leading off to the detention center and interrogation rooms, a kitchen and rest spot, and a locked and guarded computer and file office. The administration and basic clerical work of the office was conducted here, and the secretaries and security officers stood around with dazed looks on their faces. To O"Brien's horror, the workers had already opened the doors to the computer lab. How did Spectra-?

She stood triumphantly in the center of the room, hovering as she glowed with a whitish light.

"You've brainwashed them so well, colonel," she taunted him, "that it was a simple matter. And now, if you really wish to battle me…"

Spectra radiated a green light, and suddenly a dozen mirror images of her were everywhere, some of them even taking the places of the workers.

"Kill them all!" the images all screamed at once. "Tear everything apart!" They proceeded to do just that, smashing and looting everything in the place, as O'Brien shouted to Cuffs and Wiretap to stop her. Cuffs immediately began restraining many of the hypnotized workers, also forming hammer-headed tendrils to swing at the various Spectras in the room. Several of the images faded to nothing as the hammers hit them, but one worker, disguised as Spectra, was not so lucky and was slammed against the wall.

Wiretap finally discerned which Spectra was the real one and flew up to confront her, his hands charged with electricity as he fired a bolt at Spectra, who quickly dodged it. She retaliated with a blue bolt of energy, freezing Wiretap's equipment and slowing him down. As he tried to recharge, Spectra suddenly released a bolt of red energy from one hand, slamming Wiretap head-on and directing another blast from her other hand into the support pillars holding the casino up above them.

Sleepwalker cursed as he saw what Spectra was doing. There were at least fifty people up in the casino-and no doubt Spectra was quite happy to kill them, if they were wealthy and powerful. He was in no shape for a battle…but…

Sleepwalker suddenly flew up, cutting into Spectra's energy bolts with his warp vision. Spectra scowled as she faced him.

"I knew you were in league with them," she spat. "Come back for orders from the master?"

_"They would have killed me!" _Sleepwalker answered, hurling an office chair at her, which she easily cut in half with an orange beam, narrowly missing Sleepwalker. _"I do not work for them, and-" _

"Then why'd you try and stop me?" she shouted, blasting Sleepwalker with a burning hot ray of yellow light. Too badly injured to fully avoid the blast, the exhausted alien nearly collapsed, before he felt something wrap around his waist and slam him to the ground. Cuffs had him restrained, as she, Nightstick and Wiretap engaged Spectra.

* * *

Sleepwalker slowly struggled to one knee, barely able to stay conscious. Exhausted by his battle with the Thought Police, his torture and now his burns from Spectra, there was no way he could stand against her or the Thought Police.

Still…

_I…cannot…_he thought despairingly. _Those innocent people…_

He faded away, and slowly vanished as he tried to levitate and attack Spectra again.

Back in his apartment, Rick had awoken.

* * *

Spectra cast her illusions again, sending the entire room spinning and disorienting the Thought Police long enough for her to blast them with her red light, slamming them against the walls and floor. She continued to radiate red light, repeatedly smashing the columns before pausing to set the office furniture on fire, and then destroy the computers and file equipment, with her fiery yellow light, before continuing to smash and erode the pillars.

The Thought Police charged again, Cuffs grabbing Spectra as Wiretap shocked her and Nightstick reached out to strike her down. She projected another burst of whitish energy, hypnotizing them and leaving them helpless as she continued to work at the pillars.

* * *

The people in the casino suddenly felt the floor buckle and shake beneath them as if rocked by an earthquake. They screamed and began running for the doors, panicking as they fled.

* * *

Spectra spun in place, red and orange light destroying the pillars and causing them to collapse, bringing down the building. Sheathing herself in her own hard red energy, she rocketed upwards, blasting through the debris before blasting off into the night sky and streaking away over the Hudson River into the night, fading to black.

The Thought Police and everyone in the complex underneath the building would have been crushed if not for a falling piece of debris hitting Cuffs on the head and breaking the hypnosis on her. She stretched out her jelly, creating a protective barrier around herself, the colonel, her comrades and as many workers as she could reach in time.

Above them, part of the casino crashed and fell to pieces as police and emergency crews raced to the scene.

* * *

Rick had merely awakened to go to the washroom before returning to sleep, only this time with Sleepwalker in his mind. The weary alien rose gratefully to the passage leading to the Mindscape, drawing in energy to soothe his battered body.

Through Rick's eyes, Sleepwalker saw reports of the carnage in the _Daily Bugle _the next day, attributing it to the supervillain Spectra. More than twenty people had been killed, most of them innocent patrons of the casino.

All Sleepwalker could think about that day, while Rick went about his daily business, was the absurdity of it all. Spectra wanted him dead for apparently consorting with the Thought Police and helping them in their "bourgeois oppression"-whatever that meant-and the Thought Police wanted to kill him for destroying that diamond.

_What were they talking about? _he wondered to himself that evening.

_They're each others' enemies…so why do they both want to destroy me? _

All he had wanted was to keep innocent victims from suffering.

That was all he had ever wanted.

_So, why…? _

_(__**Next Issue: **_A depressed Rick tries to find solace with his friends, but after having blown them off so many times before, they've begun to do the same thing to him. To cheer him up, Alyssa invites him to a frat party taking place that weekend. What neither of them realize is that an obsessive former victim of bullying and abuse known as the Bookworm is planning to crash the party, with some of the monsters and villains of literature as his guests! All this and more in _Sleepwalker #9: Poetic Justice!_ Also guest-starring the Amazing Spider-Man!_)_


	9. Poetic Justice

_From this it appears how much more cruel the pen may be than the sword.  
_**_-Robert Burton_**

It was a bitterly cold October evening. The winds moaned as they passed by his window, bringing a dim fog that shifted into a mysterious haze of soft, dreamlike sensations. Fog and smoke combined into one on the edges of his vision as he chanted, his friends all around him.

The young man's eyes flashed, seeing the past flood back in his mind's eye…

_"No, please! You don't know how much that means-" Nelson Gruber pleaded with the football players, as one of them flipped through his hardcover copy of _Les Miserables.

_"What the hell are you doing reading in French, anyway?" the biggest jock demanded, flipping through the book. "Want to know what we do to people who read in French?" David asked his friends, as they all laughed. _

_"The same things we do to bookworms," Red laughed, taking the book and ripping it in half. _

_Nelson screamed in horror. He tried to run…tried…_

_They let him run ahead for about thirty seconds, before they followed, laughing and chanting after him. _

_The scrawny, bespectacled teen, awkward and gangly, ran out of sheer terror like a hunted animal. The football players began to spread out, knowing the athletic field far better than him. They had grabbed him on his way home from the bookstore, dragged him back here…_

_…and now they turned him loose. _

_He ran, trying to hide under the bleachers…but they were waiting for him. _

_They knew he'd try and hide under there. _

_His heart was pounding madly, but it was his stomach that gave out first. He gasped and sank to his knees, his ulcer burning like fire…_

_..and finally, they dragged him back, raising their bats and paddles, grinning like a victorious pack of jackals. _

"_It's frosh week, right guys? Time to celebrate…"_

_The next thing he remembered was being dumped in a bloody heap at his parents' back door. _

Another memory drifted into his consciousness.

"_Hey there, Nelson," Leslie purred at Nelson in the hallways, drawing him in closer. _

_Nelson quivered nervously, caught between hormones and fear. David was incredibly jealous…_

…_and he emerged from the classroom further down the hall. _

_All Nelson felt was the punches and kicks, and the laughing…laughing…of the other students in the hallway, David and Leslie's court sycophants. Even the teachers were laughing, eager to curry favor with the school's top running back. _

_Finally, after David had finished with him, Leslie came up. _

"_If you're happy and you know it, punch a bookworm," she laughed, before smashing David across the face. _

Finally, the last memory faded in.

"_What do you mean, no one will say?" Mr. Gruber asked in amazement. His wife just sat there dumbfounded. _

"_I mean exactly what I say, Mr. Gruber," Principal Chalmers said calmly, adjusting his glasses. "No one will verify Nelson's story." _

"_Bullshit!" Mr. Gruber shouted loudly enough to interrupt the attention of several classes down the hall. "Everyone's just protecting these little bastards because they're part of this fucking 'cool crowd'! Everyone's either too scared to do anything, or they want to protect their 'best friends'! What the hell kind of system is this?" he roared. _

"_Mr. Gruber, I can assure you that steps have been taken," Principal Chalmers said calmly. "Now, I would ask you to please leave, and-"_

"_Oh, steps have been taken, all right," Mr. Gruber spat in disgust. "Come on, Sharon, Nelson, let's go." He spat at Chalmers, turned around, and marched out, taking his family with him. _

_Principal Chalmers quietly shut the door behind him, and returned to his work. Honestly, did Gruber think that he was going to let his school's star athletes be expelled, or be charged with battery and assault, when there were varsity championships to be won? Just how stupid did the Grubers think he was? _

_Chalmers opened his wallet one more time, and took another look at his bankbook. _

_A parent, needless to say, would do whatever necessary to protect their children from harm. _

Nelson had left school soon after, unable to take the beatings or the laughter anymore. He was home-schooled after that, his grandfather and retired teacher helping him with his schoolwork. He was a prodigious student, devouring books one after another. His parents were quite proud of him, knowing that such a "bookworm" would go far in life.

_They were right, _Nelson mused now, looking at the books around him, _but they don't know how far I can or will go. _

He had found other books, ones that would allow him what he most desired, that taught him how to summon his friends-his **real **friends-and bring them to life, allowing him to get what he most desired:

Revenge.

_I'll show them all what a bookworm can do…_he thought, as he continued his chanting.

* * *

SLEEPWALKER #9

"POETIC JUSTICE"

* * *

As Rick Sheridan didn't have enough to worry about these days, his GPA was sinking like a stone. The year had started so well-a 3.4 grade-point average in his first two years-and now it was sinking like a stone, all the way down to 2.6. Missed assignments, botched exams, an inability to pay attention in class or have enough study time…this was more or less his life since he had become bonded with Sleepwalker.

He had been ignoring his friends a lot for the past three weeks, spending very little time with them. At first some of them, like Red and Kenny, had left angry messages on his machine. Now, they weren't calling at all. Julia and Cyrus were at first concerned, and asked it, but then Rick had to dodge their questions, finally losing patience and telling them to piss off when they kept probing.

He finally came upon them in the Student's Union Building as he was looking for a place to study. His eyes brightened as he walked towards his friends, mentally rehearsing the speech he was going to give.

None of them were particularly pleased as he sat down at the table. Julia and Kenny glanced at him sidelong, while Cyrus and Alyssa continued their conversation. Red simply snorted.

"Well, well, well…look who finally makes an appearance," he scoffed.

"Look, I'm sorry I wasn't there for-" Rick began.

"For my football game?" Red demanded.

"For that movie you promised to take me to for my birthday?" Kenny demanded.

"For the study session we agreed on?" Julia demanded.

Rick sighed.

"Yeah, about all that…is anyone up for going out tonight? My treat-we can get sloshed, play pool, watch our _Family Guy _DVDs, whatever you-"

"I have to wash my hair," Julia said airily.

"I'm getting together with my parents…**for my birthday**," Kenny spat.

"I have an engineering project," Cyrus answered.

Red simply scoffed and looked away.

Alyssa looked at him with concern.

"Come on, we can get drunk," Rick offered.

"No, I think we're drunk enough already," Cyrus said for all of them. "Drunk on your bullshit, that is."

"You know what?!? Fine! I don't need to fucking take this!" Rick shouted, frustration and anger spilling over. "I've been having enough shit to put up with over the past three weeks as it is! Get bent!" he screamed as he stood up and stormed off.

They sat in silence for a minute.

"Damn, man…" Kenny muttered.

"Don't you think we were a little hard on him?" asked Alyssa.

"He's become a complete recluse for the last three weeks, always blows us off whenever we want to do something with him, and becomes a total prick whenever we try to ask him what's wrong. What are we supposed to do?" Julia asked with a frown.

* * *

After classes had ended, Rick returned to his apart, ready to burn the midnight oil on schoolwork, even though he hardly felt like it. His head spun with the afternoon's conversations with his friends, wondering where exactly he was supposed to go from here. His splitting headache was back, and it was all he could do to concentrate on his schoolwork.

There was a knock at the door. Groaning, Rick got up to answer it, angry words to scare the visitor off already forming in the back of his. He took a deep breath to study himself and swung the door open.

Alyssa stood in the doorway, a curious and pensive look on her face.

Dumbfounded, Rick just stood there, as she pushed her way in and shut the door behind her. She dragged him along to one of his chairs and set him down in it, sitting down opposite.

"Rick, I-" she started, before he interrupted.

"Look, I know I blew up back there," he said sadly. "I'm sorry, I didn't mean to-"

"Well then, why don't you tell me what's wrong?" she asked him. "Why can't you tell us? You won't talk to your parents, you won't talk to your best friends, I know something's wrong with you."

Rick sat there, trying to think of what to say. He couldn't lie to her…but the absolute last thing he could say was the truth.

"Have you ever…woken up one morning and realized something's happened to you that will change your life forever?" he asked.

Now it was Alyssa's turn to think of what to say.

"What…do you mean?" she asked him.

"Something like…if you realized you had HIV? Or-"

"You WHAT?" Alyssa shouted in amazement, before Rick could continue.

"No, no, I don't have that," Rick hastily reassured her. "Or you found out you had obsessive-compulsive disorder? Schizophrenia? Cancer? Or that you were a mutant?"

"No…" she began.

"Well, that's sort of like what I'm going through right now-" Rick hesitated, trying to find the right words. "I'm not sure how to describe it-"

"You mean you're still in the closet?" Alyssa said in confusion. "Because if you're gay, you don't need to feel ashamed. I don't think it'll bother anyone, as long as you don't look at Kenny-"

"I'm not gay," Rick answered. "I-"

"You're a mutant?" Alyssa said in amazement. "What kind of powers do you have? Are you going to join the X-Men?"

"No!" Rick said, finally stopping her. "I'm not gay and I'm not a mutant. It's sort of the same problem I have, trying to…well, adjust…but…"

"Well, what happened to you?" Alyssa asked.

Rick looked down at his hands, trying to think of an answer. He had read in the _Daily Bugle _about what had happened at the Aces High casino, and Sleepwalker had filled him in on the extra details, reassuring him that they did not know anything about his connection to Rick.

For a moment, he was tempted to spill the whole thing, including letting Sleepwalker put him to sleep and speak for himself.

Then he realized the stupidity of such an idea. How would Alyssa react on seeing Sleepwalker emerge from a sleeping Rick? Shock, horror, amazement? Would she ever look at him the same way again? And what about Sleepwalker? What would happen to him? Sleepwalker was physically tortured for not saying anything to the Thought Police-how could he betray the alien's favor like that?

"I…I can't say right now," Rick said sadly. "Please…I'd like to, but…"

"Why not?" Alyssa asked. "We just want to-"

"I'd love to-I really would-but please, just trust me on this. I can't. Not right now."

His eyes, reddened and quavering, pierced Alyssa's own. She could see tears beginning to gather at their edges.

"…Well, whatever it is," Alyssa said, "it's really taken a toll on you, I can tell that much. Tell you what-my dance class is performing _Swan Lake _on Sunday. I've got an extra pass-would you like to come? Maybe that can take your mind off whatever this is."

For the first time in weeks, a smile spread across Rick's face.

"You'd do that?" he asked in awe.

"Of course," she smiled. "You'll see just what a real dancing queen can do," she winked. "No one can hold a candle to me. And there's a frat party going on tonight at 'Chug-A-Lug' House," she continued, referring to one of ESU's most notorious fraternities by its unofficial nickname. "Want to come? Some of the others might be there-we could talk to them."

"I'll be there," Rick finished with a smile. "You don't need to worry about that."

Smiling, Alyssa rose to leave. On an impulse, Rick called back to her.

"Alyssa?"

She turned around.

"Thanks," he smiled, a weight lifted off his shoulders.

* * *

'Chug-A-Lug' House was already pounding with the beat of music, brightening the dark October evening with a flood of light. Seven-thirty at night, but already the house and its lawns were thronged with students laughing, conversing, drinking, singing and dancing. Rick and Alyssa had come on foot, as the fraternity house was only a short walk from their apartments. The night was surprisingly warm-it had not yet snowed-more to the delight of the male partiers, as the women wore short skirts and dresses.

Even if it had been colder out, Rick doubted he would have had any difficulty staying warm after seeing Alyssa dressed in a deep red, one-piece dress, with dark stockings and agreeable black flat-soled boots. Rick felt his heat rising immediately, as he blushed a deep red, stumbling over a greeting.

He felt a sudden mortification, as he realized that Sleepwalker could read his every thought.

_This…is…uh….a perfectly…normal…yes, normal…set of feelings for my people to have…_Rick stumbled mentally, trying to explain to Sleepwalker what he was feeling.

"What's the matter?" Alyssa asked him, keeping pace beside him.

"i…uh…feel really…really….better," Rick stammered, before realizing how bad his grammar was.

"You look like you're burning up," Alyssa said. "I can feel your heat from here. No wonder you've been so sick lately."

"Yeah…uh…well…we're here!" Rick said, as they came up the front lawn, responding to some of the people who greeted them and ignoring the wolf whistles directed at Alyssa. They entered into the main living room and each took a beer. Alyssa sipped hers, while Rick stood for several seconds, chugging the beer down as if it were water.

"Are you planning on entering a drinking contest?" Alyssa asked him, raising an eyebrow.

Rick suddenly caught himself and stopped, lowering his beer. He closed his eyes…

…and savored the sweet, sweet feeling.

_No need to sleep, no need to dream, no reason to scream, _he thought, enjoying the way his thoughts began to slur.

"Come on," he chuckled, finishing his beer and reaching for another one. "Let's go see if any other members of the Breakfast Club made it," he finished, dragging Alyssa to the thicker section of the crowd.

Alyssa furrowed her brow, hoping Rick knew his limit.

* * *

Rick and Alyssa made their way to the edges of the crowd, looking for anyone they knew. At first, they didn't see anyone, but then a loud, booming voice broke in on them.

"No way those Ivy League pussies could catch me!" the voice boasted drunkenly, as several other voices joined in laughter. "No one can catch…"

Rick and Alyssa looked at each other.

"THE FLASH!" all the voices said together, before their owners laughed and clinked their beers together.

"Flash Thompson," Rick and Alyssa said to each other. Flash Thompson was Empire State University's resident football star, hated by half the male students for the sheer number of his groupies and conquests, the other half scrambling to curry his favor as loyal sycophants. Neither Rick or Alyssa, or their friends, were very fond of him-he had attended their high school's hated rival Midtown High, and had never hesitated to rub their noses in the dirt of his victories whenever he got the chance.

"Shut your pie hole, Thompson," Alyssa and Rick suddenly heard another voice. "Why don't you go back to filling it with some flooze's-"

Red Ericsson, Rick and Alyssa's friend, now played on the same team as Flash, but the two hated each others' guts. They had been rivals on the gridiron in football, and were always trying to outdo each other on the field in university. About the only thing they had ever agreed on doing was pounding on computer nerds and science geeks.

The crowd parted suddenly, to show Red and Cyrus facing off against Flash and three of his hulking friends. All six of them had been drinking, and it showed. The people around them were whispering and murmuring among themselves, wondering if there would be a fight. In practice, it would be four against one-the pudgy Cyrus would not be of much help in a fight.

"Hah, look who's hanging out with the nerds," one of Flash's friends laughed.

"You used to be cool," Flash accused him. "We used to eat pigs like this for breakfast, and now you're hanging out with them?" He reached out and shoved Cyrus, causing him to drop his beer.

"Squeal piggy, squeal!" he teased mockingly.

Red's eyes flared angrily.

"Get away from him, or I'll kick all your asses so hard your noses will bleed," he threatened.

Flash rolled his eyes.

"What is it with you putting your foot up someone's ass? You have a fetish or something?" he asked sarcastically.

"I always knew he was in the closet," another of Flash's friends teased.

Red flared in a rage, and stepped forward. The partygoers began cheering…

…until Rick stepped between them, holding his arms out.

"Rick?" Red said, less in anger than surprise. "What the hell are you-"

"Red, come on, not here," Rick said slowly. "These guys aren't even-"

"That's the best you can do for backup?" Flash asked mockingly. "This is going to be even easier than-"

"Knock it off, Flash," a young, brown-haired man said slowly, coming to join Rick between them. Large, intelligent eyes were framed by close-cropped brown hair, and a quiet but determined voice and manner.

"Puny Parker," Flash sneered at the young man in front of him. "Give me one good reason why I don't squash you like a damn spider."

"Because if you get into another fight, you'll be suspended," Peter Parker reminded Flash calmly. "You really want to get expelled, kicked off the team, lose all those scholarships? Be responsible for once."

Flash breathed heavily, before spitting in Peter's face and turning away.

"Fuck you, Parker," he muttered. "You're not worth it. None of you pussies are," he finished as he walked away, followed by his friends. Around them, the partygoers returned to normal.

Red, Cyrus, Rick and Peter stood looking at each other for a few seconds.

"Nice to see the hermit's finally come out of his hole," Cyrus said dryly.

"Excuse me for trying to help," Rick spat. "You really think you could help Red in a fight?"

"Least I could count on him to show up," Red scoffed. "God knows you'd be too much of a shut-in to help when the chips are down."

"Damn man, what's with you?" Rick demanded, his speech slurred as he finished his second beer and dropped the can to the floor. "I try to help a guy out, and-"

Peter quickly intervened before things got out of hand, grabbing Rick and dragging him away with a surprisingly strong grip.

"Are you okay?" Peter asked Rick gently. The ugly scowl on Rick's face told him everything he knew.

Alyssa came up quickly, followed by another girl. Rick momentarily froze when he saw her-long, silky blonde hair, stunningly bright eyes, a charming smile, and a lovely red-and-green dress set over a gorgeous figure paralyzed him, before he came back to reality by Alyssa yanking on his arm.

"Rick," she asked, an acid edge in her voice, "are you alright?"

"I will be as soon as I get something hard," he muttered, going to the bar and coming back with a bottle of hard whiskey. Opening it on the spot, he took a three second drink. His fiery scowl eventually cooled into a sad, slight frown. Alyssa, Peter and the blonde girl led him outside to sit at an empty table, as its previous occupants had left to get front-row seats for the band that was setting up on the raised platform at the far end of the lawn.

"And you are?" Rick asked the blonde girl as he sat down.

"Gwen Stacy," she replied, in a gentle, musical voice. "Peter's-"

"…friend," Peter said awkwardly, offering a sheepish grin. "Hey, are you going to be alright?" he asked Rick.

In response, Rick took another long pull on the whiskey bottle.

"I am now," he replied calmly. Peter, Alyssa and Gwen frowned at his slurred response.

Alyssa broke the momentary silence.

"You're…in my ballet class, aren't you?" she asked Gwen. Gwen smiled and nodded, as the two girls fell into a discussion about pointe shoes, pirouettes, and jetes, leaving Peter and Rick to converse.

"Aren't you in my Chemistry class?" Rick asked. Peter nodded.

"With Professor Warren? Yeah, I am."

"How do you keep all that stuff straight? Balancing the equations, knowing which gases are noble, stuff like that?"

"It's easy enough," Peter replied. "It's just the sort of thing I'm interested in-it's my major. What about you?"

"English," Rick answered. "I'll be able to write the great American novel about my asking people if they want fries with that."

"You don't look so good," Peter said slowly, noting that Rick had half-emptied the bottle of whiskey, while Peter had barely touched his drink. "Stress got you down?"

"You might say that," Rick said, taking another drink. _Something, anything, just to get this shit out of my head, _he thought, taking some comfort in seeing the images fade to nothing. "How about you? You seem to have it pretty well-hot girlfriend, high marks, all that-"

"I wish," Peter laughed. "I'm only here on a scholarship, and it's all I can do to pay the bills. To do that, I have to work for a guy who makes Rosie O'Donnell and Donald Trump look sane."

He paused for a moment.

"Look, I know life might be pretty hard for you," Peter said, trying to cheer Rick up. "We all have things we don't know if we can deal with and-"

"Look man," Rick said sardonically. "You don't know the kind of stuff I have to go through."

They looked at each other.

_You don't know the half of it, _Peter thought to himself. _Try getting superpowers by sheer accident, and live with having to use them right. It's not like I asked for it, _he finished.

_You don't know the half of it, _Rick thought to himself. _Try getting an alien trapped in your head by sheer accident, and live with having to deal with that the right way. It's not like I asked for it, _he finished.

Behind them the band had started playing. They were known as the Spider-Fans, the musical arm of the New York Spider-Man Fan Club. Paul, Peg, Bernard (known as "Bunny" to friends), and the other Paul, known as 'Soles', launched into their first song.

"Spider-Man…does whatever a spider can?" Gwen asked, listening to the lyrics.

"Spins a web…any size…catches thieves…just like flies…" Alyssa continued. "What are they writing, the lyrics to a kid's cartoon?"

"Sounds like something out of the sixties," Peter laughed.

"They even have a website," Rick added. ".com, or something like that."

They all looked at each other.

"Well, I guess it's better than whatever _American Idol _is spewing these days."

* * *

A light breeze began to stir in the shadows as Nelson Gruber began to chant. His eyes gleamed like pits of fire, his skin glowed with a ghastly pallor as he chanted, his voice becoming a rasping, sibilant hiss as he invoked the words of power, that he had learned from the books, forbidden knowledge that few men would dare approach.

Gruber had become a highly skilled speed-reader, learning to read hundreds of words a minute. He had an advanced BlackBerry, capable of downloading dozens of pages of text at once. The rituals were completed, he was ready.

And so were his friends.

They materialized one by one, awaiting their master's instructions.

He responded by quoting Shakespeare:

_**If you prick us do we not bleed? If you tickle us do we not laugh? If you poison us do we not die? And if you wrong us shall we not revenge?**_

It was all they needed to hear.

* * *

"Hey, this ain't a costume party!" the first of the drunken partygoers called out to the tall, long-haired man dressed in furs, a large sword strapped to his back.

"Why the hell are you dressed like Conan the Barbarian?" his friend asked, as they laughed.

The man stood calmly, and then drew his huge sword off his back.

"Perhaps because I am Conan the Cimmerian, or Barbarian as you civilized louts would address me," Conan said calmly, before charging at the two men and their girlfriends.

The university students never had a chance.

Rick, Peter, Alyssa and Gwen suddenly heard shouts and screams coming from the other side of the frat house. They stood up, ready to react in case of a fight, but then they heard the loud bellowing and roaring coming from behind them, as the huge monster came crashing onto the stage as the Spider-Fans ran for dear life.

It was seven feet tall, dressed in a loincloth. It had the limbs and torso of a powerful man…

…and the head of a bull.

"It's the fucking minotaur!" one of the students shouted, as they ran in terror. One student charged at the minotaur with a sledgehammer that had been used to set up the stage.

He didn't last five seconds against the horrible thing.

"We've got to get out of here!" Alyssa shouted in horror, as she tried to pick the soused Rick up. "Rick, come on, we've got to get out of here!"

"Gwen, get out of here, now!" Peter ordered her. "I'm going to call the police, the Avengers…someone, anyone!"

Gwen and Alyssa were trying to rouse Rick, who rose unsteadily to his feet, and glared angrily at the minotaur. A seething rage rose up inside him, as a sudden wave of drowsiness washed over him.

"Gwen, Alyssa, you heard Peter," Rick said, his voice clearing. "I'll catch up with you." Around the minotaur, students were either trying to fight the creature or escape from it. "I can't just leave 'em," he muttered,

"Rick, don't be a drunken-" Alyssa said in horror.

"Alright, you're right," he slurred. "Let's beat it, then."

The general confusion and panic were enough to get Rick separated from Alyssa and Gwen as they ran, before Rick turned down another alley and ducked behind some tall bushes that concealed his presence.

He stared at the bottle of whiskey in his hand.

He knew what he had to do, and he hated every bloody part of it.

Rick finished the bottle of whiskey-his second of the night-down to the dregs, and collapsed unconscious.

At least his last thought was peaceful.

* * *

The ugly thing looked like one of the trolls of fairy-tales, a hideous, twisted thing that radiated hate and cruelty. The Grendel was powerful, savage and wicked, a danger to mortal men.

And this time there was no Beowulf to stop it.

Red may not have been Beowulf, but he'd be damned if Colonel Ericsson had raised a coward.

Red smashed the thing across the face with a chair, causing it to drop its latest victim, who ran in terror.

The Grendel roared in anger, and swatted Red, sending him flying and landing heavily on a couch before rolling to the floor.

He raised himself to his hands and knees as the Grendel raised up, reaching down towards him.

A whiskey bottle smashed across its face as it staggered back, looking around for its next foe.

It was all Cyrus could do to keep his bowels in check as he reached for another bottle, hoping to God Red could get up…

* * *

Conan pulled his sword from his latest victim, looking around for the target Nelson Gruber had directed him to find.

Flash Thompson lay on his knees on the front porch, begging for dear life as he saw his friends either try and fight the crazed barbarian and get killed, or run like cowardly squirrels. The barbarian ignored Flash's pleading, looking down at Thompson with obvious contempt.

"Sniveling dog," Conan snarled. "Consider yourself fortunate that my master demands your presence alive, else I would have no compunctions about separating your worthless head from your shoulders."

"If you wanted to join the football team, big boy, all you had to do was ask," a familiar voice said. Drawing his sword again, Conan whirled around, looking for his opponent. His sword flashed like quicksilver, cutting a stream of…_spider webbing? _

"Spider-Man!" Flash slurred in amazement. "Thank God you-"

Conan stared blankly at the man in front of him.

Dressed in the eternal red and blue costume, with white eye-slights and spider insignias, the Amazing Spider-Man always lived up to his name.

"What matter of demon are you, sorcerous filth?" Conan demanded.

"Yeesh," Spider-Man groaned, unleashing a stream of webbing at Conan. "Why do I always get the ones who subscribe to the Cliché of the Month Club?"

* * *

The minotaur bellowed in victory, its nostrils aflame with the scent of its victims. It had chased almost a dozen people into the house, where the Grendel-as well as its true prey, the ones singled out by Nelson Gruber-were waiting. It charged eagerly…

…and crashed awkwardly as it tripped over the last step leading up to the frat house, twisted into a stumbling block by warp energy.

Snorting in fury, it spun around to confront an angry Sleepwalker, who carried the sledgehammer he had picked up from the carnage outside.

He glanced at the hammer, and then at the minotaur's injury, caused by a broken bottle one student had used to try and defend himself.

No blood.

Sleepwalker's eyes narrowed.

The minotaur roared and charged Sleepwalker, who flew into the air and drove the sledgehammer square onto the mintoaur's head with every ounce of strength he could muster out of being able to press twenty tons.

The minotaur roared once, and vanished into thin air.

* * *

"You will die, sorcerous demon!" Conan bellowed, swinging furiously at Spider-Man as the webbed wonder dodged frantically. Only his incredible speed and agility and so far saved him from being cut to ribbons, further heightening Conan's rage.

"And you call yourself a warrior of Crom!" Spider-Man said mockingly, driving the maddened barbarian into a frenzy, as Flash…

…stood around cheering Spider-Man.

"Damn it all, Thompson, get out of here!" Spider-Man ordered as he dodged Conan's next strike.

"Fuck that!" Thompson laughed. "There's some cool shit going on here! I want to watch!"

His laughter turned to a scream as the Grendel came smashing out the front window of the frat house, a battered Red slung over one shoulder. All Flash could do was soil himself as the Grendel scooped him up and ran off in the opposite direction.

Spider-Man cursed, knowing he had to save Flash-_I can't believe I just thought that!_-he reflected ironically.

First things first, however; he had to stop the homicidal barbarian from killing anyone else.

One hand unleashed a stream of webbing meant to entangle Conan, that the barbarian easily cut through as if it were string. His other hand unleashed a stream of webbing that snagged the large couch on the frat house's front porch, swinging it at the distracted barbarian.

Spider-Man had hoped to distract Conan long enough with it to keep him from cutting through the webs, but Conan simply charged at the flailing couch and took it head-on...

…before vanishing into nothing as the couch hit him.

Spider-Man had been around enough sorcery to know that something magical was going on, and to him it was confirmed as Sleepwalker emerged from the frat house.

The two heroes looked at each other for a moment.

_"You are…Spider-Man?" _Sleepwalker asked.

"And you're…Sleepwalker," Spider-Man finished. He was familiar with Sleepwalker through the _Daily Bugle's _coverage of the alien's exploits.

_"I should presume that you are here as well to stop these enchanted monstrosities?" _Sleepwalker inquired.

"Two heads are better than one, I guess. They took two of the students," Spider-Man answered.

Sleepwalker cursed.

_"How can we hope to find them?" _Sleepwalker asked.

"You leave that to me," Spider-Man grinned.

He hadn't gone to the trouble of planting a Spider-Tracer on Flash during the battle for nothing, after all.

* * *

"The black wind howls…" Nelson said wistfully as he looked down at his bloody and bedraggled prisoners. The Grendel stood proudly at its success, while Geryon the Ogre, the last of the mythological creatures Gruber had summoned, stood ready at its master's side.

"Dude…bookworm?" Flash babbled in recognition. "You did this…wha…huh…damn…we…"

Red was considerably calmer.

"This is payback, isn't it?" he asked Nelson calmly, looking at him with his one good eye.

A ghastly pallor lit up Nelson's face, his eyes and teeth glittering like a jackal's. His gangly, spindling limbs quivered and twitched as he pondered what to do with his victims. A chill breeze blew his hair, which had grown out like withered, rotting cornstalks.

"You called me a bookworm," Nelson answered triumphantly. "Now I am _the _Bookworm. Poetic, in its own small, pathetic way."

"How did you do all this?" Red demanded.

"Simplicity itself," Nelson smiled. "I read books. Many, many books…including ones that taught me a number of useful magical tricks, most especially this ritual permitting me to give life to my friends. Anything and everything of the written word is mine to create, mine to command, and mine to dominate."

"I am akin to Monte Cristo in this situation," he laughed. "I have awaited vengeance for so long…and now I shall have it."

"Ohmanohmanohman," Flash groveled. "Don'tkillusdontkillusdontkilluspleasepleasepleasepleaseplease…" He was crying now.

The Bookworm savored it for a few seconds, before he nodded to Geryon. The six-armed, three-headed creature struck Flash on the head, knocking him senseless.

Red merely lowered his head.

"Will you beg for mercy?" the Bookworm asked calmly.

"No," Red said calmly. "I had sometimes wondered whether I had this coming. What we put you through…was inhuman, Nelson. It really was. And the sickest part of all is that we had our parents protect us, when we should have been rotting in jail. So if you want to do this…go on and do it. Just…get it over with."

"Poetic," the Bookworm snorted contemptuously. "You have obviously learned something from your association with Rick Sheridan. I could almost admire that…if Grendel and Geryon were not about to rend you limb from limb."

A bolt of warp energy suddenly shot out of nowhere, twisting the tree branches around the Grendel and entangling the troll. The monster roared in surprise, struggling to get free, as spider-webs emerged from the trees and dragged away Red and Flash before the Bookworm or Geryon could react.

"What?" the Bookworm began.

_"You shall not take any more innocent lives, dark one," _Sleepwalker stated as he and Spider-Man emerged from the darkness.

"It's an all cliché night," Spider-Man groaned.

"I was not aware that I should be so fortunate as to attract the attentions of such august heroes," the Bookworm chuckled. "I should like to stay and take part in whatever the fates may have in store for you, but I believe I am best served going elsewhere. Perhaps the Pegasus, the Grendel, the Ent, and Geryon shall enlighten you in my stead." The Bookworm's eyes flashed over his BlackBerry, speed-reading and conjuring a winged horse, upon which the Bookworm leapt.

The horse took off immediately, the Bookworm laughing as it took him away over the rooftops. Spider-Man shot a web-line after it, but it was suddenly blocked by…_one of the trees. _

The massive Ent, a cross between man and tree, bellowed loudly as it, Geryon, and the Grendel charged at the heroes.

"_Remember," _Sleepwalker warned Spider-Man. _"Have no fear of slaying these creatures, for they are merely the creations of magic." _As if to illustrate his point, he focused his warp breams, forming the nearest tree into a long, sharp-edged spear, which he wrenched out of the ground and ran through the Grendel as it charged at him. The thing screamed and vanished.

Spider-Man dodged the charging Geryon frantically, but even the agile web-slinger was unable to avoid all the monster's limbs. The creature caught his ankle with two of its arms, and slammed him viciously against a tree, pummeling him with its four other limbs. Spider-Man struggled as the Ent swatted Sleepwalker aside, sending him crashing into the trees, as the monster stomped after Flash and Red.

They had not gotten far, Red forced to carry the unconscious Flash, breathing heavily from the man's weight and from his own injuries. The ten foot-tall creature ripped another tree out of the ground and threw it at them.

Red only barely managed to avoid the crashing log, and knew that was the end. Dropping Flash, he turned to face the creature.

"You want me?" he spat defiantly.

"Come and get me, then."

The Ent raised its fist, ready to crush the human until Sleepwalker caught its arm and spun the creature around, flinging it over his head and smashing it into the ground. The Ent stood up again, roared in fury…

...and staggered back as Geryon, its six arms all firmly entangled in web, smashed it in the face. Spider-Man flexed his arms again, swinging the web and the monster attached to it into the Ent's face. Sleepwalker blasted the creature full on with his warp energy, causing it to bellow in pain. Spider-Man leapt into the air, unleashed one more web-line, and smashed the creature in the face with a vicious swing kick, knocking it over and dissipating it as Sleepwalker finished off Geryon.

* * *

"I don't understand, Peter…" Gwen said later that night. She and Peter stood outside Captain Stacy's residence, the police captain coming personally to see to his daughter's safety. "Seventeen students dead, fourteen more in the hospital…and for what?"

"Spider-Man said that this 'Bookworm', whoever he was, wanted revenge on everyone," Peter answered, trying to make sense of it himself. He was strangely on edge, nervous, upset.

"Peter?" Gwen asked him.

Peter didn't answer.

"My dad isn't mad at you," Gwen said. "He knew how chaotic it was, how crazy things turned out to be. He thinks you're a perfect gentleman, and-"

Peter didn't answer.

"innocent people...it's a cycle…"

"Peter?" Gwen asked.

"I don't know what Uncle Ben is going to say," he sighed. "Aunt May would be absolutely sick with worry, if she were still around."

Peter remembered Flash's laughter…the tauntings…the beatings…

"I'll be alright, Gwen," he reassured her. "I just can't help but think about what that Bookworm guy went through…"

Gwen frowned.

"Flash had what he created," she said grimly. "And God only knows what the people who got attacked by those monsters are thinking now…"

Peter didn't answer, even when Gwen put her arm around him.

_Don't worry, Aunt May, _he thought. _Whatever the abuse did to that Bookworm…I won't disgrace your memory. You raised me better than that. _

* * *

She was the first thing Rick saw when he came to, her eyes red and marked with dark circles. She hadn't slept all night, waiting for him to wake up.

"Alyssa?" Rick groaned as he awoke. He held his head in pain, slumping back onto his pillow as the hangover hit him like a ton of bricks.

"Thank God," Alyssa said. "That Sleepwalker person brought you back-he and Spider-Man were helping the police find victims of the attack. We were all brought to the hospital, and-"

"Cyrus and Red!" Rick said suddenly. "Are they-"

"Right here, soldier," Red said weakly from the next bed over. They were in the university hospital, with Julia, Kenny, Gwen and Peter standing over them.

"Good to see you made it," Rick said to Cyrus and Red.

"And it's good to see you still care," Red answered. "You backed me up against Flash and his thugs…"

"Well, what did you expect?" Rick asked slowly.

They nodded to each other.

Just once.

* * *

The Bookworm stewed in his room, a place he rarely left anymore. He would have to find a new place to stay now that the police would be after him. Not that that would be difficult-for a man who could conjure anyone and anything he need to help him just by reading the words.

For now, however…

He glanced at his old yearbooks, that had the names and images of the students that had tormented him.

There were more subtle ways to have revenge.

(_**Next Issue: **_Sleepwalker investigates a series of vicious attacks and beatings on poor people in the slums of New York. But what do they have to do with Paris Hilton-admirer Felicity Hopkins Cross? And what does she have planned when she develops a major crush on Rick Sheridan? Find out as Sleepwalker battles the debauched diva known as Lullaby in _Sleepwalker #10: Sour Notes!)_


	10. Sour Notes

_I hate reading! Someone tell me what's on the menu!  
_**_-Paris Hilton_**

New York was bitter and cold in late October, as the chill winds of autumn gave way to the icy winds of winter. It was difficult for many New Yorkers to deal with, but even worse for the poor and homeless who had no heating or even shelter.

Todd was one of those street people, who was simply trying to find a warm place to sleep for the night. Dressed in fourth- and fifth-hand garments he received from the church, he crouched and huddled over one of the grates leading to the sewers, hoping to absorb some of the heated air coming from the subway trains passing underneath.

Todd closed his eyes…

…and suddenly snapped them open again as he heard the footsteps.

Todd stood up, his bleary eyes trying to focus to see in the evening light.

The next thing he knew, he was back against the wall of the building, slammed between the eyes by a pair of brass knuckles.

Todd raised his fists to try and defend himself, but he then cried in pain as his arm was slammed by something hard and solid from the side.

A baseball bat.

They surrounded Todd, beating him with chains, bats, and knuckles from every angle. They functioned as a well-oiled machine, each playing off the other's movements.

Todd slumped down against the wall, holding his shattered hand and cradling his broken knee. His side felt as if it were on fire-at least two of his ribs were broken.

"Like, stop it already!" he heard a shrill, scratchy feminine voice order the thugs. "You don't wanna kill him, or whatever shit like that, huh? I ain't paying you for that!"

"Yes, mistress," one of the thugs answered, as the men backed off. With his one good eye, Todd made out eight or nine of them, holding everything from chains to crowbars to tire irons. They were all fairly young…

…teenagers?

He was being beaten by teenagers. They looked like football players by their size and muscles. They stood around the lone girl in their group, although Todd couldn't make fully make her out, save for her bleached-blonde hair.

"Alright, you guys got the blow?" Todd heard her ask.

"Which kind of 'blow' do you mean, mistress?" one of the thugs asked.

"Both the kinds, you idiot!" she snapped. "You all ready to get it up or not?"

"Of course we are," they answered in unison.

"And the other kind of blow?" she demanded.

"It's being delivered back at your place as we speak," another thug replied.

"About fucking time," she muttered. "I haven't been high in…ah hell. You'll get to go first tonight," she said to one of her goons, "if you do this one last thing for me."

"And that is?" the goon asked.

_**"Hit him baby one more time!" **_she screeched.

As painful as the physical beating had been, and as painful as the final blow from the crowbar had been, Todd would have been more than willing to deal with it all again…

…just as long as he didn't have to hear that hideous singing.

* * *

SLEEPWALKER #10

"SOUR NOTES"

* * *

Kenny helped himself to another brownie, enjoying the sweet flavor and the even sweeter feeling he got from eating it. He was ready for his Tuesday afternoon nap-a-thon, helped off to dreamland by…

…a knock at the door.

As he usually did when he had a problem, Kenny ignored it and hoped it would go away on its own. Unfortunately, the person at the door knocked a second time, and a third.

Grumbling, Kenny went to the door and flung it open, half-expecting it to be Julia complaining about his missing a study session, or Red threatening to put his foot up Kenny's ass for eating those "special brownies" of his.

Instead, he found Rick, holding a shopping bag, his hair tousled and his chin unshaven. Kenny would have told him he looked like hell, except that Kenny knew better to throw stones when he lived in a glass house.

"What do you want, man?" Kenny snapped, annoyed that Rick was cutting into his buzz.

"I…wanted to get you an overdue birthday present," Rick said, holding out the shopping bag. "A present, plus some interest for screwing you over."

Kenny looked at Rick for a minute, and then shrugged his shoulders, leading Rick into his apartment and slamming the door behind him. He took the shopping bag and emptied it on the kitchen table.

The first thing that caught his eye was a large amount of baking supplies-eggs, brown sugar, flour…

Kenny grinned knowingly at Rick, who just smiled ruefully.

The other item in the bag was a copy of _Stewie Griffin: The Untold Story, _a copy of the _Family Guy _direct-to-DVD movie.

"You know how I was really, really pissed at you for forgetting my birthday?" Kenny grinned.

"Yeah?" Rick asked.

"I'm still pissed," Kenny continued.

Rick's face fell.

"But with this stuff, I guarantee you I'll get over it," Kenny smiled. "You wanna watch it?"

Rick was at first inclined to refuse, knowing he had to get back to work to keep his marks up. But then he realized that he had gotten a grace period from his professors for getting caught in that Bookworm guy's attack on 'Chug-a-Lug House'.

"What the hell, sure," he finished.

"Want any brownies?" Kenny offered.

"Nah," Rick answered. "A straight kahlua would hit the spot, though."

"Dude, it's like 4:30 in the afternoon," Kenny answered. "Isn't it a little early to start drinking?"

"Look, you got it or not?" Rick demanded.

Kenny looked at him.

"Yeah, yeah, sure."

* * *

"I don't know why that John Kricfalusi guy is always ripping on _Family Guy,_" Kenny muttered to Rick as they watched the movie.

"John who?" Rick asked.

"The two-bit hack who created that stupid _Ren and Stimpy _shit. It sucked so, so, so bad."

"Oh yeah," Rick answered. "That stuff was terrible. But how should I know why he has it in for _Family Guy_?"

"I'll tell you," Kenny answered. "John Kricfalusi is just jealous that Seth McFarlane's cartoons are actually, you know, funny."

"You know, you're right," Rick realized. "Makes you wonder where _The Simpsons _gets off razzing _Family Guy_."

"Matt Groening should be ashamed of himself," Kenny said angrily. "_The Simpsons _has been on the air for almost a decade past its expiry date. It should have been cancelled like, seven years ago. It used to be good, but now…"

Rick shrugged, and let Kenny ramble on. He had never been one for much television except for the news. He was more interested in the likes of Shakespeare and Marlowe than _Saturday Night Live. _

That said, _Family Guy _was still pretty enjoyable.

Especially with a third bottle of beer.

* * *

Rick sat entranced by the music, mesmerized by Alyssa and Gwen Stacy as they spun and danced to _Swan Lake. _They played the roles of Odile and Odette to perfection, lifting Rick's spirits. He was struck by how sad and withdrawn Gwen looked as the curtain fell, even as he and his friends stood up to applaud.

Red, Julia, Cyrus and Kenny were all there…but Peter Parker was nowhere to be found.

His empty seat stuck out like a sore thumb in the otherwise crowded theater.

Rick had not been able to make it to Alyssa's Sunday performance, being held up in the hospital after Bookworm's attack, but he had been able to make it for the Wednesday edition. Everyone had promised to be there, and had kept their promises…

…except for Peter.

* * *

"You were fantastic!" Rick enthused to Alyssa, hugging her tight as she and Gwen emerged from the dressing room with the rest of the female dancers.

"Uh…Rick?" Alyssa began, her voice slightly muffled.

"You're crushing me," she finished, as Rick realized he was still embracing her, the others looking at him askance.

Blushing a deep red, Rick released her and let the other guys crowd around Alyssa to congratulate her, noticing Julia and Gwen in an intense discussion.

"That's horrible!" Gwen was saying.

Julia nodded.

"It's the sixth beating this month. And, of course, the police can't be bothered to investigate."

"So, the usual time and place?" Gwen asked.

"Looks like it," Julia sighed. "Maybe if the city put some more funding into its shelters, they wouldn't be caught after dark and be vulnerable to roving gangs like that."

"What are you talking about?" Rick asked them, coming forward.

"You haven't heard?" Gwen asked in surprise. "There's been a rash of beatings and attacks on homeless people recently. Street people have been found beaten to within an inch of their lives. It's sick."

"We're holding a protest in front of police headquarters on Saturday," a frustrated Julia continued. "We're trying to get the police to conduct more patrols in the slum areas, and get the city to put up some more funding for homeless shelters so those people aren't caught in the streets after dark, easy prey for whatever sick freaks prey on them."

"Can you come?" Gwen asked him. "We need all the help we can get."

Rick frowned.

"I really need to get my grades back on track. Can I, like…make a donation or something?"

"Don't you care?" Gwen snapped at him.

"Gwen!" Julia admonished her. "Sure, Rick. Every little bit helps."

"Will Andrew Jackson do?" Rick asked, taking a $20 bill out of his wallet.

"You bet," Julia answered. "Thanks a lot. I know it's been rough for you lately. What's the matter anyway?"

"I…it's complicated. I'll tell you some other time," Rick said hastily. "How about you? You don't look so good," he asked Gwen.

Gwen sighed.

"Peter promised me he'd be here," she answered. "I can't imagine where he'd be. How could he just duck out on-"

"Hey, maybe something came up," Rick said, trying to help. "Maybe something with his Uncle Ben, or his job-"

"That's what it always is," Gwen muttered in reply.

"We all have to deal with things we don't want to," Rick interrupted her before she could continue. "Life is always throwing us curveballs. Something happens that could change your life forever. Peter lost his Aunt May. Who knows what he has to do because of that? I don't think he wanted to miss your performance," Rick said emphatically.

Julia looked at Rick in astonishment, while Gwen merely smiled sadly.

"I should know," she said with a chuckle. "Dad told me the same thing about what happened after Mom died. Funny how things can change overnight, can't they?"

They were interrupted by Cyrus and the others coming back to join them.

"Hey, we're all off to the Blue Star for dinner. You coming or what?" Cyrus asked Rick and the girls, referring to a popular restaurant and bar.

* * *

Rick and his friends were in for a very rude awakening when they arrived at the Blue Star, however. Its parking lot was completely filled, and the building rumbled with the sounds of a disc jockey, even as strobe lights flashed from within through the windows into the darkened street.

Thinking that there was a band performing, the group entered, only to be turned away by the doorman.

"What the hell's going on?" Red angrily demanded.

"I'm sorry, sir," the doorman apologized. "The entire restaurant is booked for tonight. Miss Cross was very insistent that-"

"Let me guess," Julia said, suddenly butting in. "Felicity Hopkins Cross, right?"

"Why, yes," the guard said in surprise. "How did you-"

"She's a high school student!" Julia shouted. "How the hell was she able to rent a bar?"

"Miss Cross pays very, very well, ma'am," the doorman scowled. "Now, I will ask you and your party to leave."

"Hey!" they suddenly heard a loud, shrill voice. "What the fuck is all this?" the voice slurred, before the girl stumbled up to the front entrance.

The teenage girl was Felicity Hopkins Cross. Well-known in New York high society, her bleached-blonde hair, cheap overdone costumed jewelry, screeching voice, and perpetual reek of perfume and booze were famous at all of New York's party areas. She staggered towards the group, dressed in a pair of ragged cutoff jeans and a ratty T-shirt with the caption _Boys, Boys, Boys! _written on the front. A bottle of champagne hung loosely from her hand, leading a trail of champagne back to the party room where Christina Aguilera music blared loud enough to wake the dead, and make the living wish they **were** dead.

Julia scowled at Felicity's appearance, while the others merely stared. Felicity looked from one of the students to the other, before finally pulling a wad of bills out of her pocket.

"Four of you?" she said in surprise. "I hope you realize I only have four grand on me right now, so that'll be only a thousand for each of you. So, which one of you brought the smack?" she slurred, trying to make herself heard over the hideous music blaring from the party room.

"Booze, gigolos, and crack," Julia snapped at Felicity. "Give me one good reason why I don't call the police and have you arrested on the spot."

"Who the…oh, it's you," Felicity said as she suddenly recognized Julia. "You can't get me busted. Daddy's got a lot of friends in high places. Besides, I haven't done anything to your silly brother, so piss off and get lost."

"Just don't get behind the wheel again," Julia turned away in disgust, leading the others away with her. Felicity flipped them off as they left, before going back to her party.

"What the hell was that all about?" Cyrus asked Julia as they left the restaurant.

"Felicity developed a crush on my younger brother, so she started harassing him with e-mails, text-messaging him, phoning him at all hours of the day, made threats against his girlfriend. We had to finally get a restraining order after she nearly sideswiped him and his girlfriend with her car on their way back from a date last year. She was DWI, obviously."

"And she's still out on the streets?" Red asked incredulously.

"Don't ask me how it works," Julia replied in disgust. "I don't know how she does it."

"How did she find out his name, much less get his phone number?" Alyssa asked.

"Damned if I know," Julia answered. "Whatever she does, it can't be good."

* * *

"Simon! SIMON!" Felicity slurred later that night as she stumbled into the front doors of her mansion, yelling for her butler.

The butler quickly appeared.

"I want this guy's name, number, everything you can find on him," she said, handing him a photograph. "Get it to me now, you hear me?"

"Yes, ma'am," Simon said calmly. He was well-used to his employer's antics…just as he was well-used to her vomiting all over him whenever she staggered in the door from one of her late-night expeditions.

Tonight was no exception.

After hauling Felicity up to her room, the butler calmly looked at the photo, taken from the restaurant's lobby security camera.

Rick Sheridan and his friends were prominently displayed in the photo, Rick's face circled with a marker.

* * *

Two days later, Rick was busy with schoolwork, deeply immersed in _The Taming of the Shrew_ when he received a telephone call. Muttering in annoyance, he got up to answer it.

Much to his displeasure, Rick heard what sounded like a pack of alley cats screaming in pain, until he realized it was someone singing.

His first instinct was to slam down the phone, but then he began being drawn in to listen to it by some bizarre fascination, akin to wanting to watch some truly disgusting spectacle merely for the shock value. It dulled his wits and fogged his brain, as he began to fall into a trance.

**"**_**Come to me, I'm waiting by the phone,"**_ the voice on the other end went. _**"Here at Hopkins Manor, I'm all alone. I'll set the tone, you'll be my drone."**_

In a mindless daze, Rick got up, went to the bathroom, and headed for the door, picking up his wallet to take the subway to Hopkins Manor.

* * *

In Rick's mind, Sleepwalker was suddenly jolted out of his meditations by hearing the song over the phone. He was at first fascinated by the strange melody he heard through Rick's ears…and then surprised that the passage to the human world was opening as Rick fell into a trance.

Sleepwalker's first instinct was to enter into the human world, and try to jolt Rick back to his senses. But then he realized the foolishness of such a gesture-whoever had sung the message to Rick would just do it again, and they'd be back to square one. He decided to wait a moment to see where Rick would go, as Rick's eyes were still open.

Besides, he was fascinated by the bizarre song he had heard over the phone.

* * *

Felicity finally put the finishing touches on her costume as she and her gigolos prepared to go out again. Her mutant powers had manifested only a few months ago-it used to be that when she sang, all it did was make people cringe. But later, her voice had developed a strangely hypnotic quality to it-she was able to use it to force people into a mindless trance, turning them essentially into zombies under her control. She found that she could even command inanimate objects to do her bidding with this strange power.

So what did she do with it?

Get involved in mutant politics?

Lend herself to a worthy cause?

Given that her heroes were Britney Spears, Christina Aguilera, Paris Hilton and Lindsay Lohan, the answer is no.

She used it to put half the football team under her spell and use them as a criminal gang when she went out at night, breaking into high-end boutiques and jewelry stores to steal valuable items (commanding the alarm systems to shut off, cameras to stop recording, and doors to open at her command), and randomly beat poor people, before coming back to indulge in coke and booze for the rest of the night. She also used it to get people to give her drugs or let her off the hook if she was arrested, and especially to get Daddy to spend money on her and spoil her rotten.

Felicity was dressed in a loud neon-pink costume, with hot pants, knee-high boots, elbow-length gloves, a halter top, and a domino mask all marked in the same bright color. She wore a cape of expensive mink fur, and had a large, gaudy "L" stitched across the front of her costume with glitter.

Lullaby had to go out in style, of course.

Lullaby tapped her foot impatiently as her goons stood around her, waiting for her latest recruit to arrive. Fortunately, the doorbell rang soon after.

Rick was ushered in by Simon, who was as much under his mistress's spell as were her parents. The butler went back outside to ready Felicity's limousine for her nightly excursion.

"Ooh, you _are_ hot," she smirked at Rick, who merely stood there dumbly.

"Thank you, mistress," he said dully.

"All right!" she cheered. "Who's up for smacking around some poor people?"

* * *

Sleepwalker watched the strange scene, hiding in the trees near Hopkins Manor. He had emerged from Rick's mind as soon as he could find a suitable hiding place to follow Rick without being seen.

Lullaby and her gang, including Rick, were eventually dropped off in a poor area of New York, near the infamous Hell's Kitchen. Sleepwalker had so far stayed out of sight, fortunate that he had not yet seen any crimes or violence taking place to distract him from what was happening to Rick.

Curiosity soon turned to horror as Sleepwalker saw Rick emerge from the limo with a baseball bat in his hands.

* * *

Mrs. Seymour braced herself against the night's bitter cold, trying to muster the strength to make it the last few blocks to her apartment. She was a widow now, ever since Harold had died two years ago. She still managed to get by on his pension, although it wasn't much, especially these days.

She rounded the corner, barely steps away from her apartment, until she was suddenly dragged into an alley. She screamed as she was surrounded by three huge young men, each wielding a nasty blunt weapon.

That was what Mrs. Seymour saw at first.

Then the purple eyes appeared.

One of the thugs was punched in the head, knocking him cold before he could do anything. The other two whirled around and sprang at the figure behind them, who simply wrenched the chain out of one of their hands and used it to trip them up, before binding all three thugs with the chain and sealing it with his warp-beams.

Mrs. Seymour was at first inclined to scream as she saw the owner of the purple eyes-a tall, green-skinned thing, clad in blue garments with a purple cloak and cowl, and matching arm and leg wrappings. Then, however, she felt a sudden feeling of relief. She knew, somehow, that this creature wouldn't harm her.

_"Your home is nearby, is it not?" _it asked her with an alien, yet oddly comforting, voice.

She nodded.

_"Then return there, and stay inside. It shall be for your own protection," _Sleepwalker urged her.

She picked up her bags and made her way into the apartment complex, slamming the door behind her.

Sleepwalker nodded grimly, before he set off again into the night.

* * *

"Where the fuck are those nimrods?" Lullaby asked in disgust, waiting for her thugs. She had dispatched them to find potential victims, leaving only Rick beside her to wait by the limo.

She finally saw a tall figure emerge from the darkness ahead.

"About time you dumbasses came back!" she initially shouted, until she realized just who was coming towards her.

"Wow…you're that Sleeping guy," she said in amazement.

_"What are you doing here?" _Sleepwalker asked her slowly.

"The fuck is it to you?" Lullaby shot back.

_"Whoever harms innocent people _is _my business," _Sleepwalker said calmly.

"Oh yeah?" Lullaby scoffed. "Well, you can _**shut up and listen, and do what I say!**_" she sang loudly.

_"And just why would I do that?" _Sleepwalker demanded.

Lullaby was floored for a second.

Why the hell didn't this guy go into a trance?

"What the hell?" she said. "Why aren't you in a sleeping trance?"

_"Because I do not sleep," _Sleepwalker replied. _"It is as simple as that." _

"You don't sleep?" she asked incredulously. "What kind of person doesn't sleep?"

For a moment, Sleepwalker was about to tell Lullaby that he was not human, and that her powers could not affect him, but he soon thought better of it.

There was no telling what Lullaby would do with that kind of knowledge.

Besides, her song was oddly fascinating, in its own way.

Panicking, Lullaby was unsure of what to do.

"Ricky honey, go home and forget about all this stuff," she ordered him. "It's gonna be mighty unpleasant around here."

Rick Sheridan did exactly that, heading for the subway station and soon disappearing down the steps leading underground.

Finally, Lullaby stared at Sleepwalker, and opened her mouth.

"_**Run him over!"**_ she screamed out loud.

Lullaby's limousine suddenly flared to life and charged forward with a mind of its own, heading right for Sleepwalker. The alien leapt into the air and sprung over it, flying towards Lullaby, but the thing whirled around and came for him again, until he tore a gash open in the street with his warp vision, leading the limo to become trapped and flip partway up into the air, its wheels still screeching in protest.

Lullaby cursed in fury, tearing off her cape and flinging it at Sleepwalker.

"_**Trap and bind him!**_" she sang again.

Sleepwalker easily grabbed the cape and tossed it into a dirty puddle at the side of the street, causing Lullaby to freeze in horror.

"That cape…cost six thousand dollars!" she screeched in rage.

"_You were the one who threw it at me," _Sleepwalker said calmly. He then spun around, wrenching one of the doors off the limousine and warping it to trap Lullaby.

"This isn't fair!" she screamed, as she began to cry. "What happened to my boys?"

"_Your 'boys', as you call them, have all been bound and captured," _Sleepwalker informed her. _"The police will find them bound in various places around here. I saved several people from their attacks tonight, who say they will be more than willing to testify against you when the time comes. From what I have heard, many of their friends have been taken to the hospital, who will also be able to identify you."_

Lullaby just sat there and screamed, crying as her make-up began to run. Sleepwalker fished around in the limousine for Lullaby's cell phone, which he used to call the police. He also found something that one of Lullaby's henchmen had brought, to use when binding victims so they couldn't fight back.

The police arrived several minutes later to find Lullaby and her henchmen all bound together in a pile, with Lullaby's mouth firmly held shut with duct tape.

* * *

Sleepwalker, meanwhile, had gone to retrieve Rick, realizing the dangers of being alone in a New York subway station at night, and flown him back to his apartment, before slapping him across the face to jolt him out of Lullaby's trance.

Some of Lullaby's henchmen had been 'awakened' the same way when Sleepwalker had hit them hard enough. They had simply fled back home, professing their innocence to Sleepwalker. The alien saw the next day, through reading the _Daily Bugle _through Rick's eyes, that they too were victims duped by Lullaby…and were suing her for pain and suffering caused by what she made them do under their trance.

Rick was suddenly jolted back to life as Sleepwalker slapped him. The guardian of the Mindscape quickly vanished as Rick regained consciousness. He found himself laying in his chair, his book laying on the floor. Grumbling, he moved to pick it up and resumed reading.

"Another dull, boring Friday night," he muttered. "Nothing happens on Fridays anymore."

(_**Next Issue: **_Spectra returns once more, seeking new recruits for her cause…and seeking to destroy any traitors to the cause she might find! As she instigates a riot in New York, Sleepwalker tries to stop her once again! But can either Sleepwalker or Spectra fathom the ultimate consequences of her actions? All this and more in _Sleepwalker #11: City Under Siege! _Guest-starring Spider-Man, Darkhawk, Daredevil and Moon Knight!)


	11. City Under Siege

_A relentless hatred of the enemy, impelling us over and beyond the natural limitations that man is heir to and transforming him into an effective, violent, selective, and cold killing machine…  
-**Che Guevara**_

_Revolutions have never lightened the burden of tyranny: they have only shifted it onto another shoulder.  
-**George Bernard Shaw**_

Eric Silverwind shivered in the early November winds, eager to return to the shelter before long. Pulling his muffler tighter around him, he sighed and waited patiently. He knew Selena-or Spectra, as she insisted on being called now-wanted to meet with him, and he knew what she was planning. All he could hope to do was try and talk her out of it before it was too late.

To most New Yorkers, passing by the alley where he stood, he was just another homeless Native guy, who they no doubt thought was trying to leech some spare change so he could get hammered. Some of them yelled at him to get a job.

Silverwind just ignored them. If the idiots had bothered to even get to know him, they'd know full well that he had a job as a dockworker, and was perfectly capable of feeding himself. He had been clean for a good twelve years, as well. Unfortunately, that was about all he could do-the cost of housing was so high in this town, he just couldn't keep a roof over his head…

_Pay the rent or feed the kids, _Eric thought to himself. _It can only be one or the other these days…and it's a bitch trying to do just the one. _

Selena finally met him in the alley, heavily muffled in winter clothing from head to toe. She had gained greater control over her illusion-casting powers, radiating the green light to make herself appear as a normal human. A violent revolutionary, she had acquired amazing energy-based superpowers after an accident with the superhero Sleepwalker. Transformed into a living prism, she had gained the ability to radiate light for several different purposes, depending on the color. Her green light let her cast illusions, allowing her to appear as a normal human when she went out in public.

Selena shut off her Walkman as she approached Eric. He sighed as he recognized the music-it sounded like some of that weird Propaghandi or Anti-Flag stuff she was always ranting about.

"Selena-" he began.

"Spectra," she hissed back. "Don't call me Selena. It's Spectra, now."

"Spectra," he sighed. "Weren't your eyes blue before what happened?"

"Don't you ever say that again," she said icily, the coldness in her voice worse than anything the evening winds could conjure. "Don't say anything about 'blue eyes'."

"Spectra, I'm begging you," Eric said to her. "Please, don't do this. Why do you insist on-"

"Dammit Eric, I'm doing this for you!" Spectra snapped back. "You mean to tell me you're just going to take the beatings, the hatred, the-"

"Of course not," Eric said. "But what you're planning is…it's mad! Do you know the kind of people you're planning to deal with?" he asked incredulously.

"They've just been forced into it by this fucked-up society," she answered. "It's not their fault. The oppressors are the ones that started it. This is their payback."

"Did Ward come up with that one?" Eric sighed. "It's only going to get worse if you keep this up. What if you become just like-"

"I won't," she answered. "I'm only giving them a taste of their own medicine, giving them some payback."

"It won't work this way," he insisted.

"So you're just going to take it then?" she asked incredulously.

"No," he said determinedly. "Julia and Gwen-"

"Those sell-outs?" Spectra scoffed. "They're just trying to work with the system. A hell of a lot of good that'll do."

"You murdered twenty innocent people," Eric said, an edge of anger creeping into his voice. "I can't recall Julia or Gwen ever doing that. What happened to you? How can you be-"

"Just whose side are you on, anyway?" she demanded, her eyes glowing wickedly as she began to radiate an orange light.

"Spectra…" Eric began, trying desperately to calm her down before she exploded.

He had one last tack.

"Let me tell you a story," he told her.

She raised an eyebrow.

"You know how important stories are to my people, right?" he asked her.

She nodded.

"This story didn't come from my nation, granted, but it's one I still heard, and one I think is important..."

Spectra waited.

_One time, a young man and his grandfather had suffered horribly at the hands of the people who had come to their lands, becoming victims of appalling cruelty and broken promises. The visitors had broken their promises, abused their hosts, everything bad you could think of. The young man was angry, and asked his grandfather what he should do. His grandfather answered…_

_"It is easy to hate these people that have done such horrible things to us. What we've been through has given rise to two wolves, fighting inside us."_

_The young man nodded._

_"One of these wolves is white. He fights for justice and healing, he fights for a better world, one where he can live in peace. That white wolf is struggling against a black wolf, one who lives on hatred, seeking vengeance upon all those who wronged him, until they live no more. These wolves are still fighting." _

_"Which one wins?" the young man asked his grandfather. _

_"The one you feed," his grandfather answered calmly. _

Eric looked at Spectra, locking her eyes with his own.

They stared at each other.

"What the hell does that mean?" Spectra demanded, before she turned around and stormed off down the alley.

Eric only sighed, shaking his head sadly as he turned around and headed for the shelter.

* * *

SLEEPWALKER #11

"CITY UNDER SIEGE"

* * *

Rick Sheridan rolled out of bed, cursing at the time. It was 4:53 in the morning, and he was wide awake. He had worked himself to exhaustion on his Chemistry assignment, silently thanking God for Peter's help, without which Professor Warren would likely have kicked him out of the class.

He was asleep too early, and awake too late, leading him to fall asleep before he could complete his work…that is, when he could remember it. He was slipping dangerously close to academic probation-his GPA now down to 2.5-and it was all he could do to keep everything going…when he remembered to do so, that is.

Thinking an apology to Sleepwalker for dragging him back into his mind, Rick got up and turned on his computer, deciding to check his mail and then get caught up on some more homework. Sitting down with some antacids and Tylenol, Rick swallowed them whole as he began typing on the computer.

His headaches and upset stomach were getting worse, if that was possible.

Some of his e-mails had to do with junk mail, some with school…

…and then he saw one that chilled him to the bone.

_Ricky, _

_We know there's something wrong. You haven't written and you haven't called, you're drinking, you're getting headaches, and your grades are falling. That nice Alyssa girl wrote and told us about what's going on. _

_Your friends are worried, and so are we. Your father and I are taking some time off to come down and see you in about two weeks or so. We're going to help you with whatever it is that's bothering you, Ricky. _

_Please, let us help you. We just want you to be happy. _

_Love, _

_Mom. _

Rick's head spun.

Two weeks.

He had two weeks to figure out how to talk his parents out of coming to see him.

Rick's headache was back, and it was worse than ever.

* * *

Spectra, back in her own hideaway, surrounded by several of her followers, radiated her hypnotic white light at the four beings in front of her, preparing them one last time for the tasks she was about to give them.

"You," she addressed the first, "are to strike on Broadway. The bourgeois pigs won't know what hit them."

_"BZZTT…YEZZ….MIZTREZZ…" _the creature crackled back at her, the hiss of static and sparking of energy marking its every word.

"You," she addressed the second, "are to strike the industrial district. Destroy their sources of wealth. The little Eichmanns enslave everyone else, and we're going to take the fight to them."

"Uh…yeah…" the dull-witted man slurred, his dim brain struggling to comprehend what Spectra had just told him.

"You," Spectra told the third person, "will strike on Wall Street. You'll destroy the sources of their wealth, you'll destroy the very wealth itself."

**"Internal command…accepted. System ready for further instructions," **the thing hissed back at her in a robotic voice.

"And you," she instructed the last man, "will strike at their homes and their families. Let them feel what it's like to lose their homes and their loved ones."

"Yes, dear lady," the last man said in a suave voice. "Your will shall be done in the most efficient way possible."

"Good," Spectra ordered them. "Do not fail me, else you shall suffer the same fate." Turning away from the super-powered beings, she turned to address the rest of her cohorts.

"Are you all ready?" she demanded. "Has everyone done what I told them?"

Everyone nodded and saluted, except for one young man standing off to the side. Scowling, Spectra strode up to him, her eyes gleaming wickedly.

"What's your problem?" she demanded.

"Spectra…are you sure about this? I mean, going after people like Norman Osborn, Justin Hammer and Sunset Bain is one thing, but…there'll be kids at this thing. How many people even know about things like this? And besides, won't we just be giving them an excuse to-"

The young man never got a chance to finish as Spectra's orange beam separated his head from his body.

"Anybody else feel like questioning me?" she asked coldly.

There was no reply.

"Didn't think so," she said calmly.

* * *

Dr. Edward Lansky smiled wickedly as he welded the circuitry together. It was all coming together so beautifully…soon, the very forces of light would be under his control.

He wondered what he should do with his discoveries.

Maybe he could get the Nobel Prize for Physics…

Make himself known as the next Stephen Hawking…

…of course, there was still the matter of Dr. Fong to be taken care of.

Not to mention the problem of Julia Winhill.

Granted, using his powers in that way would probably preclude winning such prizes.

Still, there were other ways to succeed…

Baintronics might come calling…

Or Osborn Industries…

Or Utrecht Industries…

Or even A.I.M.

He'd even put Jonas Harrow and Karl Malus to shame.

Not that that was particularly difficult.

* * *

Times Square on a Saturday was one of the busiest places in the world. People from all walks of life, from the rich to the poor, to the black to the white, from New York itself and beyond, crowded the area. Blanketed with light and music, the area was a spectacular sight during the day or the night.

It was here that Spectra and many of her followers appeared, just before noon. Spectra looked around, before her cohorts nodded and gave her the signal.

Concentrating, Spectra levitated into the air, stopping her green light and the illusions it caused. She revealed herself in all her colors, her bright rainbow hues reflecting brightly even among the signs of the square.

People suddenly froze in their tracks. Some pointed and commented, others simply stared, some called out to her, others tried to approach, others tried to run.

"And so, here we sit, in the heart of darkness," Spectra called down to the crowd, focusing her illusion powers to enhance her voice as if it came from a loudspeaker. "One of those places where the victim consorts with the oppressor."

Confused murmurings broke out in the crowd.

"Oh, you're confused, are you?" she asked. "Well, everything you see in this wretched pit leads to…this!" she shouted, projecting a series of grisly images.

The dead of war.

People of color being beaten by police.

Great tears and gashes in the earth.

Fire and ruin.

Poverty and misery.

"This is what everything this hellish city stands for leads to!" Spectra shouted to the people below her. "Why do you let them do this to you?" she addressed some of the people in the crowd, condemning others. "Why do you not say that you will not take it anymore? Why will you not strike back against the bourgeois pigs who get fat off the misery and suffering of their slaves? Why will you not…RESIST?" she screamed.

As Spectra harangued the crowd, she began emanating a white light, the same kind she had used to hypnotize the supervillains into doing her bidding.

She hated the fact that the light was white, but she had to use it anyway.

The confused, shocked crowd's emotions soon began to flare up. Anger and rage boiled over as accusations began to fly. People defended themselves in both word and deed. Punches were thrown, names were called, as Spectra continued to focus her green and white light, playing on the emotions and sights of the crowd. The scene was growing rapidly out of control.

Still, there were some people who would not join the violence, who refused to go along with it. They called and shouted to her, begging her to stop.

Spectra focused her powers even harder.

The traitors and sell-outs were soon being beaten with everything from fists to sticks to bottles.

_It serves them right, _Spectra thought.

_Who are they to question me? _

* * *

Peter Parker sighed and continued to click away at the fashion models. As desperate for money as he was, he would have asked Jameson to give this photography assignment to someone else. Staring at most of these stuck-up tarts was more than Peter could take, especially given that most of them had never read anything more than a matchbook cover to cover.

He had never liked these kinds of assignments. He always felt like he had gone to Hollywood whenever he finished one of them…something that made him feel like he needed a shower afterwards.

The only thing that would have motivated him to come was Mary Jane being one of the models. Peter had promised to take pictures of her and give them top billing when _Now, _the woman's magazine owned by his boss, publisher and media mogul J. Jonah Jameson, published its issue on the latest winter fashions.

Still, Mary Jane only came out once every fifteen minutes or so…if that. Peter yawned and sighed…

…and suddenly reacted as his spider-senses were triggered. He immediately reacted, pushing several runway observers out of the way of the falling ceiling debris that nearly crushed them. The fire alarm began blaring as the attendees and models rushed for the emergency exits, scrambling to escape the crumbling building.

Peter Parker was the only one running in the opposite direction. From what his spider-senses had told him, whatever was causing this was attacking from out front…and whatever it was, it couldn't be good.

It looked like some sort of humanoid electrical field, and that was exactly what it was. The monster known only as ZZZAX had been created when terrorists had bombed an experimental reactor at a Con Edison nuclear plant. However, the reactor's unique nature led to something very unusual happening-the mass of electrical energy released from the explosion became sentient by reacting from the electrical and mental energy released from the dying victims of the explosion, creating an utterly remorseless-and deadly-monster.

Spectra had captured the thing when she found it ready to make an attack on a new Con Ed power station, hypnotizing it into obeying her commands. She turned it loose on Broadway, letting it cause as much mayhem and destruction as it wanted…which is what it had planned to do anyway.

Spider-Man came swinging from one of the rooftops still standing and confronted the creature.

_"Krakkk….new….meal for ZZZAX…" _the creature hissed, spitting static with every word.

"I knew they should have never wired Yankee Stadium for electricity," Spider-Man sighed. "All the bad karma around the Yankee dugout was bound to create something like this sooner or later."

He had heard many stories of the creature's exploits from other heroes who had fought it. He knew its strengths-and its weaknesses.

ZZZAX unleashed a massive bolt of energy at Spider-Man, who quickly dodged and swung out of the way. The creature sent twin blasts of energy snaking from its hands, attempting to catch and snare its opponent. Again, the wall-crawler was too fast for the monster to hit, causing it to hiss and spark in frustration.

Spider-Man quickly landed and unleashed a stream of webbing at the creature, hoping to disrupt it or at least ensnare it long enough to be subdued.

The webbed wonder was sent flying as ZZZAX's electricity was conducted back along the webline to shock him. Of all the Parker luck-he had packed the electricity-**conducting **webbing today!

ZZZAX blasted Spider-Man again, roaring with delight as the hapless wall-crawler tried to dodge, his muscles flaccid. He suddenly found himself forced to his feet…advancing on the monster? It must have been controlling his limbs through the electricity in his brain…

Spider-Man suddenly felt his spider-senses activating as he approached the creature, trying to warn him of the danger. Almost reflexively, Spider-Man backflipped away from the creature. Caught off guard, ZZZAX broke its hold on him-it could not control the involuntary movements of its victims.

"_Grazzzt…matters not…ZZZAX has power to destroy webbed creature!" _it crackled, drawing energy from the bright lights and signs of the theaters around it, growing larger as he prepared to fry Spider-Man once and for all.

Spider-Man thought frantically, knowing there was no way he could contain the creature if his webbing conducted electricity.

Unless…

Springing into the air, Spider-Man fired a webline with one hand, preparing to swing away from ZZZAX. His other hand unleashed a stream of webbing connecting his opponent to one of the large electric signs, releasing his hand from the trigger before the webbing conducted all the way back to him and burned him again.

One of the quirks of ZZZAX's powers was while it had conscious control over the electricity it chose to manipulate, it could not control electricity that it was suddenly connected or thrown into. Its power was suddenly absorbed by the connection made by the bright sign, burning it and causing it to explode.

Spider-Man continued swinging away from ZZZAX, using one hand to shoot the webbing that kept him going while using another to weave a long continuous string of electrical webbing connecting ZZZAX from one electrical sign or streetlight to the next.

Being the bright spark that he was when it came to science, Peter had recalled what happened when a string of light bulbs were all connected on the same current-each subsequent one was more dimly let because there was less energy available to power it. Spider-Man was stringing his foe along a very long power current created by his webbing, with each electrical device siphoning off more and more of the creature's power.

Finally, Spider-Man stopped in front of a fountain, connecting his web from the last streetlight into the pool itself. The hapless ZZZAX, helpless to escape the current it was being dragged along, was being steadily weakened, until it finally connected with the fountain, exploding in a mass of electrolysis.

Spider-Man was not worried about killing the thing-from what he had heard, it was almost indestructible, and anyway electricity was not destroyed in contact with water-the basic laws of physics stated that you could not destroy energy.

Relieved to have won the battle, Spider-Man returned to where the police and emergency crews were tending to the people blasted and burned by ZZZAX. Most of them were, unfortunately, already dead, the monster absorbing the electricity in their brains. In all the chaos, it would not have been difficult to find his clothes and camera, and slip back into his identity of Peter Parker, but Spider-Man heard from the police that there were other problems.

He swung off for Times Square.

* * *

"Hold still, ya little rat!" Carl Creel yelled in frustration. "How's I supposed ta smash ya if I can't hit ya?"

Carl "Crusher" Creel, also known as the Absorbing Man, named for the unique ability to absorb the properties of any substance he touched, granted to him by the villainous god Loki to battle his heroic brother Thor, groaned in frustration as he swung his mighty ball and chain again, narrowly missing his opponent. Both Creel and his mystical ball and chain had absorbed the strength and durability of solid steel, tearing a fearsome swathe of destruction through the city's industrial steelworks and auto plants, as Spectra had ordered when she hypnotized him. She had entrapped him by posing as his major crush, the supervillainess Titania, when she met him at New York's Bar With No Name when searching for expendable supervillains to serve as useful soldiers in the revolution.

It would have required considerable courage to take on the Absorbing Man, as stupid as he was, and Daredevil, the Man Without Fear, had that quality in spades. Lawyer Matt Murdock, come to consult with a client who was being framed for assault, had been forced to assume his dual identity when the Absorbing Man had shown up and gone on a rampage.

"You're truly sad, you know. I'm totally blind, and I'd have an easier time hitting me," Daredevil taunted, using his extended billy-club to goad the Absorbing Man on and lead him away from the citizens fleeing in panic. The club, at the end of a long chain whip that Daredevil held in his hand, had no effect on Creel's steel hide, but it made him all the angrier, charging at Daredevil, who continually dodged away at the last minute. Creel had already caused considerable property damage, but fortunately Daredevil had lured him away from any of the people in the area before they were killed.

Daredevil finally led the Absorbing Man into a narrow alley of rubble, near which sparked several electrical wires and a damaged-but still functioning-generator. The devilish hero sensed the heat and heard the vibrations and sparking of the wires, and nodded to himself.

"That clumsy ball and chain is worthless! Why not try my billy club?" Daredevil offered, cracking it one more time, aiming right for the Absorbing Man's hand. The Absorbing Man, never one to learn from experience, stupidly grabbed the metal billy club, eagerly pulling at it to draw Daredevil in and then crush him with his ball and chain.

Daredevil simply tossed the other end of his billy club into the wrecked generator, causing a strong electrical current to travel up the metal implement and straight into the Absorbing Man.

Steel conducted electricity very well, after all.

Daredevil pulled a shuriken from his belt and tossed it at the metal chain of his billy club, cutting the chain in two and separating the Absorbing Man from the current before the electrocution could kill him. As it was, the Absorbing Man lay stunned, reverting to his human form as he lost consciousness.

Daredevil's acute hearing picked up the police coming in to arrest the villain. It also picked up warnings of a riot going on in Times Square.

Taking up his shuriken and his spare billy club, Daredevil took off like a bat out of hell.

* * *

It was one of the more wealthy, upscale neighborhoods of New York, leafy suburbia and well-built homes. Most of the time, the weather was calm and peaceful, with rarely any signs of heavy winds.

There were exceptions, of course, such as when super-powered criminals like the French mutant Andre Gerard, alias the Cyclone, was tearing the neighborhood apart with his abilities to manipulate and control wind currents. Known to be as cold as the winds he controlled, the icy Cyclone could have made a formidable criminal back in his home country of France.

Of course, being able to cause mayhem in America was very, very therapeutic.

Spectra had recruited him through contacts she had made with A.I.M., who had supplied her with the equipment she needed to make her electrical bomb. She had hypnotized him and told him to ravage the upscale parts of New York, as a way to pay the "bourgeois pigs" back for their alleged crimes.

Given that this was New York, a supervillain could rarely cause trouble without one of the city's many superheroes coming to stop him. The Human Torch was doing exactly that, having come to visit his aging father in the house they kept in this neighborhood. When he had heard the chaos going on outside, he needed no second bidding.

Cyclone and the Torch stood facing each other for a moment.

"You hope to stop me, American?" Gerard asked, his French accent still noticeable despite his seven years living in America.

"Oh good, a cheese-eating surrender monkey," the Torch laughed. "Would you care to surrender now, or do you want to retreat first?"

Cyclone's eyes narrowed darkly, before he unleashed a massive wave of wind at the Torch.

The Torch dodged frantically, feeling the sheer power of the air rip past him. He summoned his own fire-casting powers, conjuring a massive ball of fire in his hands and unleashing it at Cyclone. The villain responded by creating a spinning wall of air around him, entrapping the flame and creating a ring of fire. Cyclone then raised out of the ring, before twisting the winds again and sending the flame firing back at the Torch, slamming him head-on with a solid blast of air.

Too shocked to react, the Torch was suddenly caught up in a spinning whirlwind that began spinning him in place. Reflexively, he tried to increase his flames to break free, but the winds blew inwards at him, leaving him engulfed in his own fires but unable to break free. Finally, the tornado broke off, slamming the Torch from below with a hard blast that knocked him off balance, before slamming him in the head from above, and finally sending him crashing to earth, bringing a large, well-crafted mansion down around him.

The Torch's flames burned out, leaving an unconscious and battered Johnny Storm senseless on the ground.

Cyclone nodded in satisfaction, before hearing a call from behind him. Spinning around, he saw a costumed man advancing on him up the street. Dressed in silver mail and cloak, with a mask as dark as night, the superhero Moon Knight, avenger of the Egyptian moon god Khonshu, stood ready to face his foe.

Cyclone snorted contemptuously.

"I suppose you too will mock me?" he asked, the winds around him rising as if in warning.

Marc Spector, the man behind the Moon Knight mask, knew better. In his days as a mercenary, before becoming Moon Knight, he had seen American and British mercenaries insult their French counterparts to their faces, calling them weak and spineless, or worse.

Five minutes was usually all it took for the Frenchmen to make the Americans and Britons wet their pants and beg for mercy.

Moon Knight did no such thing, simply pulling a series of chai shaped like crescent moons from his belt and tossing them at Cyclone. The wind-based villain easily caught them with a solid wall of wind, before sending them back at Moon Knight, who quickly dodged the blades, before rolling under the next wave of wind Cyclone sent at him and pulling an extending adamantium bo staff from his belt. Propelling himself into the air, Moon Knight launched himself at Cyclone.

The villain easily blew Moon Knight back, sending him flying with a massive gust of wind. Pulling a truncheon from his belt, Moon Knight hooked himself to a roof of one of the houses still standing with a cable line, holding on determinedly as he resisted Cyclone's blowing winds. He reached into his belt yet again, pulling out a crescent-shaped boomerang, flinging it away from him.

Cyclone was not fooled: he saw the electrical lights on the boomerang. Knowing something was up, he turned his winds away from Moon Knight and focused on creating a solid wall of air to shield himself from the weapon. His instincts were correct-the boomerang was a homing weapon, that would have struck at him from behind.

Cyclone knew what to expect.

And so did Moon Knight.

As the winds turned away from him, gravity began pulling Moon Knight towards the ground. Reaching into his belt one last time, he pulled out his last card-a club weapon shaped like an ankh. Swinging to get a better angle, with near-perfect aim honed from years of experience, Moon Knight threw the club…

…and struck Cyclone square in the back, shocking the villain and disrupting his concentration. As he began to fall and waver, Moon Knight activated his boot jets, flying square at Cyclone and tackling him before he could react, finally taking Cyclone out with a vicious haymaker.

Cyclone was dumped unconscious and left for the police advancing on the scene. Moon Knight stood to wait for them, but then his portable radio began sounding with a message from his assistant, Frenchie.

"I read you," Moon Knight answered, tuning in to receive his friend's signal.

"You are needed in Times Square most urgently, _mon ami,_" Frenchie responded. "There are already some heroes there, but I suspect they need all the help they can get."

Moon Knight nodded, and raced to meet the Angelwing Frenchie was dispatching to his location.

* * *

Several years ago, Internet buffs and corporate types had been bemused and enraged, respectively, by a mysterious online figure known only as "Megatak", and the superhero figure used as his logo. He was known for sabotaging the websites and hacking the bank accounts of the wealthy and powerful, from Sunset Bain to the government of Wakanda to Osborn Industries.

The man behind these attacks was New York computer programmer Gregory Nettles, known for his incredible skills with computers and his even more incredible ego. Described-politely-as an "A-1 Jackass" by his brother, Nettles' combination of intellect and ego gave him a tremendous thrill from plaguing the rich and powerful over the Internet, using the pseudonym "Megatak" as his calling card.

Nettles had gone too far, hacking into the computer networks of no less than Victor Von Doom, one of the world's greatest geniuses and most powerful men. The enraged Von Doom possessed resources almost unmatched in the world, and so it was no great difficulty to have Nettles abducted from the States and brought back to Lativeria, the country Doom ruled with an iron fist.

Owing to his snobbish, sneering contempt for almost everyone around him, no one missed Nettles when he went missing.

Doom's twisted sense of humor and irony led him to create a suitable punishment for Nettles. One of the good doctor's own pet projects had been a new type of computer, one that could interface with a human being and combine the human's reasoning power with the faultless programming and obedience of a computer.

So it was that Nettles' body was hooked up to and blended with a powerful computer android that possessed the power of electrokinesis-the ability to control electricity and electrical devices at will. As an additional sadistic twist, Doom fashioned the robot after Nettles' online alias-Megatak-and left Nettles completely conscious and aware of what he was doing even as the computer controlled his mind and used its powers of reasoning, so that the former rebel became the puppet of the ultimate ruler.

Nettles-or as he was called contemptuously by Doom, Megatak-had been sent against Iron Man and defeated when the armored hero battled Doom, and was brought back to Stark Industries in an attempt to free him. Unfortunately, as part of Doom's final revenge, Iron Man's attempts to free Nettles had activated an emergency failsafe program that unleashed a powerful computer virus into the Megatak system, erasing Nettles' consciousness but taking on his own powers of reason and basic personality traits, becoming a sentient computer virus with all Nettles' reasoning power and his latent sadistic tendencies.

The thing that was now Megatak had none of Nettles' own memories or beliefs, only his criminal tendencies and desire for mayhem. A.I.M. had told Selena Slate about the creature, and helped her track it down and hypnotize it after she became Spectra. As it was still partially based off a human mind, Megatak was still vulnerable to psychic attacks and hypnosis.

Spectra had set it loose on Wall Street, where it was tearing apart one of the major stock exchanges, causing the machines to go haywire and create a nightmare of lights and noise through which it rampaged, destroying almost everything in sight.

Something cut through the madness Megatak was causing, a dark thing that radiated midnight-blue energy, and had become one of New York's most mysterious superheroes-the strange Darkhawk. Able to control and manipulate the mysterious Darkforce, it seemed to encase wealthy young high school student Chris Powell at random, taking over his body and battle the many criminals and supervillains of New York City.

Powell did not know where the armor came from or why it was encasing him.

And it frightened him.

There was little he could do about it, however, as his armored form flew straight at Megatak, firing a deadly blast of dark energy from the emblem on its chest. Megatak fired right back with twin bolts of electricity, around which Darkhawk skillfully dodged, before flexing its arms. Twin blades, made of a strange nonconductive substance, slid from the creature's forearms, clashing with the electrical swords Megatak conjured as the two fighters battled fiercely.

Megatak's computer programming ran at full speed as it crossed its blades twice, deflecting Darkhawk's attacks before slamming its hands together, fusing the electrical swords into a single blast of lightning that sent Darkhawk flying, crashing into a set of computer terminals that Megatak swiftly activated, shocking Darkhawk and burning him before he blasted himself free.

The hellish sound and lights caused by the malfunctioning machinery all around him confused and horrified Chris Powell, trapped in the armor, but Darkhawk did not seem to be bothered in the least by them. It conjured a shield of dark energy to deflect Megatak's next blasts, before wrapping itself in dark energy and flying at the monster once again, driving its swords through the circuitry in Megatak's chest, causing his systems to overload and temporarily shut down.

Darkhawk came flying out of the wrecked building and flung the unconscious Megatak onto the streets below for the police. Chris Powell would have been glad to be released at that point, but Darkhawk was having none of it, turning and setting off for Times Square.

* * *

Rick Sheridan had seen the police running through the streets outside his apartment. His heart sank as he turned on the TV to see the riots and destruction in Times Square, hoping and praying Alyssa or any of his friends wouldn't be caught up in the mayhem.

He suddenly yawned loudly, recognizing Sleepwalker's signal.

_Come on, _he thought silently to the alien. _This city's got lots of heroes already-ten to one says Spider-Man'll take care of it! _

Rick turned off the television, before sitting on his bed. He held his head in his hands, as a terrible throbbing began to take over. He shouted in pain as the headache progressed to a migraine. Rick pounded the floor of his apartment in frustration, tears forming in his eyes, before he stood up.

Staggering into the bathroom, he stared at his own reflection for a long while.

He finally vomited in the sink, before stumbling back to his bed and collapsing onto it, falling asleep in the process.

Sleepwalker instantly emerged, a wave of sorrow coming over him as he considered Rick's prone, awkward position. The alien rearranged him into a more comfortable position, before opening the window and flying out to Times Square to confront Spectra. He knew he was taking a dreadful risk in flying out in broad daylight with the police all around, but there was no getting around it.

* * *

Spectra laughed triumphantly, glowing red one moment as she smashed a building, green the next as she projected another horrific image, white as she goaded many of the poorer people of the crowd into a frenzy against those she declared their enemies, including many of the "traitors" who did not prove so susceptible.

Her joy turned to seething rage when she saw who was flying at her from across Times Square.

"Sleepwalker!" she screamed, blasting a ray of yellow light at the guardian of the Mindscape, who dodged it quickly. "I might have guessed you would show up," she snarled, dodging quickly as Sleepwalker swung at her with the club he had crafted with his warp vision. Up here in the air, without anything to affect with his warp beams, Sleepwalker was at a disadvantage.

_"You are causing more mayhem and destruction, I see," _Sleepwalker said caustically, deflecting Spectra's cold blue light-beam with his warp vision before he came at her again.

"All for the good of the revolution," Spectra said without regret, radiating green light to create the audio illusion of Propaghandi music blaring as they fought. "This shows that you can rise up, and-"

_"To what end?" _demanded Sleepwalker. _"To cause murder and destruction, to impose your will on others?" _

"You can't make an omelet without breaking some eggs," Spectra said calmly, radiating yellow light from one hand and blue from another, freezing Sleepwalker one instant and burning him the next. The alien grunted in pain, and continued swinging away with his club-not really expecting to hit Spectra, just trying to keep her distracted long enough for another hero to show up and help him defeat her.

He finally flung the weapon at her, warping it so it shattered and struck her with shards of flying stone, a similar technique to the one he had used against the Chain Gang. Sleepwalker flew in and punched her in the gut before hitting her in the jaw with an uppercut. He moved for another blow, but was suddenly reeling from Spectra's purple light as she attacked his nervous system, and then sent flying by her red beams. Recovering quickly, he came at her again.

_"So, anyone who is not for you is against you?" _he asked, dodging another red beam.

"First you destroy the enemy without, and then you destroy the enemy within," Spectra hissed. "What planet are you from, anyway?"

_If you only knew, _Sleepwalker thought to himself, trying to figure out a way to get close enough to strike Spectra. Unfortunately, no matter what he did, she was always able to blast him away before he could subdue her. All he could do was block the blasts with his warp beams as he tried to think of something.

Spider-Man and the other heroes were on the scene by now, breaking up the fights down below and putting out the fires caused by the rioting and looting. Spider-Man or Darkhawk would be able to come up and help him…

That is, until Spectra blasted him with her blue cold beam, chilling Sleepwalker and slowing him down. Remembering something he had learned while searching Rick Sheridan's mind for knowledge he could use to learn about the mind he was trapped in, he recalled how cold was created when solids, gases or liquids lost heat energy to another substance.

**The air…**

It was a dangerous, risky plan, but with nothing else to warp, Sleepwalker knew he had to try.

In experimenting with his warp beams and their effects in this world, Sleepwalker had found that it was easiest for him to alter and transmute solid objects, which were most susceptible to his powers. It was rather more difficult and tiring to alter liquids, but still possible.

Could he affect gases and the molecules of the air?

Sleepwalker found out seconds later as he began moving faster and faster through the air, warping the air itself to move faster. Gritting his teeth against the headache that was already setting in, Sleepwalker began punching and kicking Spectra from every angle, hitting her before she could react and strike back. Dizzy from the repeated blows and sheer speed of her foe, Spectra tried radiating a purple light all around her to protect herself, but Sleepwalker struck her in the back of the head before she could begin.

Her illusions faded away, all the colors vanished as Spectra fell unconscious. Sleepwalker finally released his warp energy and caught Spectra, falling slowly rather than actually levitating. The alien's head ached abominably, and his vision was hazy and blurry as he struggled to keep his concentration and hover. He had never used so much warp energy on something so difficult to affect, and he was spent.

The next thing Sleepwalker knew, he was lying in a net of webbing strung out beneath where he was falling, with Spider-Man, the other heroes, and several police officers standing around him.

_"What…what has happened?" _he asked groggily.

"You beat that rainbow-hued wacko, and the cops arrested her," Spider-Man informed him. "You and she were falling after you went all Roadrunner on her-I had to spin a web to catch you both."

"You look exhausted," Moon Knight said calmly.

_"That is likely because I feel exhausted," _Sleepwalker said wearily. He had used almost all the mental energy left to him, and wanted nothing more than to get back into Rick's mind to rest. _"What has happened with the violence in the streets?" _

"It's not good," Daredevil said sadly. "Brothers attacked each other, children attacked their parents, strangers attacked each other. In all the madness that those other villains caused, a fair number of people were killed. Other people lost their homes and their livelihoods. Some people are going to jail, others are going to be sued, still others lost their loved ones. And now this…"

With a grim flourish, Daredevil indicated the carnage all around them.

_"She spoke of revolution," _Sleepwalker informed the superheroes. _"She spoke of rising up against the oppressors. All I see around me…is a cycle of hate and vengeance.. All I see is still more murder and violence. Where does it end?"_

None of the heroes could respond.

* * *

In a dark corner of the Mindscape, where hidden whispers and half-remembered nightmares lived, the hideous, obscene thing known as Cobweb sat. Oddly disturbing, yet maddeningly familiar music seemed to echo in the background as the constantly twisting, writhing creature sat at the center of its lair, master of anything and everything it saw in the foul, debased den it called home. Ugly hues of mauve and puce, withered gray and bone white passed around it as it sat upon a throne of deepest black, all spikes and twisting spires.

It was roused from its trance by the arrival of several of its mindspawn minions. Just over five feet tall, the gray tentacled, multi-eyed monsters were extensions of Cobweb's will, granted powers by their master to do his bidding. They spread his lies, they sent nightmares to the minds of the innocent, they lurked in the hidden parts of the mind.

Cobweb looked down at the mindspawn, its eyes glowing like twin fires as it considered them for a moment.

_"Speak," _it ordered.

Cobweb writhed in sadistic glee as it considered the news the creatures gave it. The minds of many of the people living in what the humans of the physical plane called New York City were full of hatred, anger and sadness, meat and drink to a demon of the Mindscape like Cobweb. A creature of lies and illusion, created by the endless cycle of despair and malice, could ask for no better opportunity.

The monster reflected for a moment on how the actions of this strange species called humanity, acting without forethought, could have such unforeseen consequences. The negative emotions released by such actions provided ample fodder for Cobweb, a chance to cause still more chaos and misery in the minds of his victims, perpetuating the cycle and making it ever stronger.

As to how it was to be carried out…

…Cobweb raised one tendril, considering the Imaginator that he had stolen from Sleepwalker, the device the Sleepwalkers used to banish and imprison evil creatures of the Mindscape when the Sleepwalkers caught them invading innocent minds. Now tainted and polluted by Cobweb's evil energy, it hissed and spat evilly.

He knew full well that the human mind he had trapped Sleepwalker in lived in New York City, which gave him the opportunity to finally destroy his most hated nemesis.

And even if this plan failed…

Cobweb laughed, a sinister laugh that echoed across the Mindscape…

(_**Next Issue: **_Rick Sheridan demands answers, and Sleepwalker provides them. In a conversation held in Rick's mind, the guardian of the Mindscape reveals the nature of his home dimension the secrets of the Sleepwalker race, and its place in the world! All this and more in _Sleepwalker #12: Meeting of the Minds!_)


	12. Meeting of the Minds

Sleepwalker sat just beneath the passage from Rick's mind to the Mindscape, gratefully absorbing extra mental energy he so desperately needed after his battle with Spectra. Starving and exhausted, the alien had absolutely no intention of going out tonight, even though Rick was asleep.

The alien opened his eyes as he sensed the mind's rightful inhabitant coming to him. Rick and Sleepwalker could communicate with each other directly when they were both in Rick's mind and he was asleep. Rick's consciousness could manifest within his own mind, and come to speak to Sleepwalker-another strange side effect of their fusion.

_"What brings you here?" _Sleepwalker asked slowly, relaxing from his meditation position as he greeted Rick.

"How come you aren't going out?" Rick wanted to know. "Isn't the passage leading to the real world open?"

_"Even Sleepwalkers must eat and rest," _Sleepwalker responded. _"It is one of the traits your race has in common with mine-one of few, as it turns out." _

"Yeah, I noticed," Rick said, raising an eyebrow. "You don't eat or drink any of my food, you don't do anything but sit in here and then go out most nights to fight crime. Why do you do all this, anyway?"

_"There is little else I am able to do," _Sleepwalker answered matter-of-factly. _"I am, I must confess, rather surprised that you should take an interest in who I am, and my activities." _

"Yeah, well…" Rick seemed unsure of what to say next. "I don't know that much about…Look, with everything I've had to go through ever since you became trapped here, don't you think the least I deserve is to know some more about you?"

Sleepwalker frowned, and looked back to the passage to the Mindscape. A faraway look came into his eyes.

_"How long…when can I go…" _he murmured to himself.

"…What's wrong?" Rick answered.

_"It is…nothing," _the alien lied. _"Very well then. If you wish to know about me, my people, and the world I call home, I shall tell you." _

* * *

SLEEPWALKER #12

"MEETING OF THE MINDS"

* * *

"You said you were from some place called…the Mindscape or something, right?" Rick asked.

_"Indeed," _Sleepwalker answered. _"It is a dimension of mental energy, that is connected to the minds of all sentient creatures who live in this dimension. Their minds are constantly using mental energy, and must re-establish their connections to the Mindscape to replenish their reserves on a regular basis. They do so by sleeping; their minds open a passage to the Mindscape and begin tapping some of the dimension's infinite mental energy." _

"So what happens if you don't sleep?" Rick asked.

_"Surely you know," _Sleepwalker answered. _"Your mind becomes listless and dull, it becomes difficult to concentrate. Eventually, after too long, you can die without sleep. Anything you suffer because of a lack of sleep, you suffer because your mind is losing mental energy. It is, I would say, akin to your body physically starving to death without the substances you call food." _

"Uh…yeah," Rick said. "So where do you fit in all this? You live in the Mindscape?"

_"See for yourself," _Sleepwalker answered, as he began to concentrate. He released his warp vision, which began shimmering as it formed images.

Rick looked askance at Sleepwalker.

"You can project images?" he asked incredulously. "How come you never-"

_"Indeed I can," _Sleepwalker answered. _"Truth be told, I have found that my abilities are greatly diminished in your world. My race has the power to project images using their warp beams, but only when they have a steady supply of mental energy. When I manifest in your world, I do not have this continuous supply, and so I cannot project images. Now, behold the Mindscape…"_

The Mindscape was a plane of shimmering colors of every hue that weaved and spread in a strange dance of eddying warps and fluctuating patterns. Strange, glasslike rock formations formed the soil and ground, a series of platforms that spun in place even as they apparently remained stable and still in position. Indigo and lavender plants, shaped like pine trees but with wide leaves, dotted the prism-like rocks, reflecting off a series of coppery and silver lights that flew through the air like shooting stars.

_"Those points of light that you see are the minds of living creatures," _Sleepwalker explained. _"When the lights are of copper, the minds are closed, and the living creatures are going about their daily lives, but when the lights are colored silver, they are open and connected to the Mindscape to draw on mental energy." _

"Wow…" Rick said in amazement. "Kenny would probably think this is…psychedelic or something. It looks like something out of an acid trip, or some science fiction novel. And you **live **there?"

_"My people do, as do many other creatures," _Sleepwalker replied. He shifted the focus of his warp vision to project the image of a number of green-skinned, lavender-eyed, gaunt creatures dressed in purple and blue, appearing just like Sleepwalker himself, save for their differing physical characteristics.

_"These…" _Sleepwalker hesitated. _"They…are my people, the Sleepwalkers. We are the guardians of the Mindscape, who fight to protect the minds of the innocent from those who would prey upon them." _

"So…do you guys have...women or something like that?" Rick said, scratching his head and looking at the shapes of some of the Sleepwalkers.

_"But of course," _Sleepwalker answered. _"My race has both males and females, and we reproduce in much the same way as you humans do, it seems to me. Our growth cycle is, however, entirely different. We are fully mature after three to five of what you consider years, and live for up to eight or nine decades, only aging and becoming too old and infirm to fight or bear children in the last three years of our lives." _

"Wow, you guys are machines!" Rick tried to joke, smiling weakly.

_"It is no matter for amusement," _Sleepwalker said severely. _"My people require such high birthrates and long lifespans to compensate for the fact that so many of us die in battle against the demons and other evil creatures of the Mindscape. Life is, for us, an endless struggle to survive. We battle, we live, and we die. Such is the story of our existence as the Sleepwalker race." _

"Don't you guys…have families or something? What do you do for fun?" Rick started.

_"Sleepwalkers may form permanent relationships with one another, giving birth to many children over the course of their lives, but we have no families as you would know them. Nor do we have such things as industry, trade, comedy, art, or music. We do not have such things as countries or states, as you would know them. Rather, we gather in enclaves across the Mindscape, where we are based between patrols, and where we go to rest from the strains of our duties," _Sleepwalker finished.

He focused his warp beams again, conjuring the image of a citadel of pale blue and gold, all spires and buttresses with walkways connecting the various towers, ringed by a large stone wall. Sleepwalker then displayed the interior of one of the towers, which showed various Sleepwalkers sparring with one another, sitting in meditative positions, or focusing their warp vision to project what seemed like images of strange, star-shaped objects or long, steel swords.

_"Such things as ornamentation and furniture are of no use to us," _Sleepwalker told Rick. _"My race is among the very few in all the universe that does not need to sleep, and so we spend all our time patrolling the Mindscape, engaging in battle with evil predators, training for battle, teaching young Sleepwalkers how to fight and use their powers, or creating the various tools we need for battle." _

"…Create?" Rick asked. "You mean…how do you create those star-shaped things? And what do they do? I thought you guys didn't have any sort of industry, or-"

_"Our warp beams have much more effect and power in the Mindscape than they do in this dimension," _Sleepwalker informed him. _"In this dimension, I can warp the physical shape of already existing objects and alter their physical characteristics to a limited extent, but in the Mindscape, I would be capable of channeling and controlling the energy I use to a much greater degree, creating such tools as the Imaginators or the Mindrakes. We do not need factories or armories to do such things-we are capable of conjuring them ourselves." _

"Say again?" Rick asked, raising an eyebrow.

_"The Imaginators are devices we use to banish evil creatures from the minds of the innocent," _Sleepwalker answered, conjuring an image of a small, star-shaped device the size of a police badge. _"They are imprisoned elsewhere in the Mindscape. It is possible for monsters to escape the bindings our Imaginators place upon them, but it takes a tremendous amount of time and effort from even the most powerful of demons to do so." _

Sleepwalker shuddered for a moment, recalling how Cobweb had stolen and corrupted his own Imaginator.

"And what about those sword-things?" Rick asked.

_"They are mindrakes," _Sleepwalker answered. _"We can use them either to strike at and damage the villains of the Mindscape, or to store someone's consciousness temporarily if we need to heal damage done to a person's mind by a predator of the Mindscape. A person's consciousness is not exactly the same thing as their mind: a consciousness is a person's memories, thoughts and beliefs, their knowledge and emotions. A consciousness resides in a mind, and typically uses the mental energy stored within the mind to act out its life in the physical dimension." _

"So…when I'm talking to you, standing here, I'm manifesting as my consciousness. And we're both in my mind," Rick said slowly, trying to work everything out. "Most people don't do this-they dream. Most of the time, I do that…"

_"It is only rarely that a person can manifest their consciousness in their mind, or in someone else's mind, for that matter," _Sleepwalker answered. _"Certain magical rituals, high technology, what you call 'mutant abilities' and other such powers can allow a consciousness to manifest, but otherwise a person's consciousness is typically left to dream and rest while the mind is asleep." _

"So how come I can do it?" Rick asked slowly, not liking where this was going.

_"I have long reflected on this, and why I am able to manifest in your world while you sleep," _Sleepwalker answered. _"When Cobweb corrupted my Imaginator, he then struck me with it, imprisoning me in your mind. But I suspect that even he did not fully appreciate the effects of corrupting an Imaginator and using it on the being that created it. The Imaginator's effects of imprisoning me in your mind have had strange side effects upon us both: you have gained the ability to manifest your consciousness, and I have been given a gateway to your world to make up for the one I have lost to my own." _

Rick had stopped listening. He was rubbing his hands against his temples, muttering and murmuring to himself. Sleepwalker could suddenly feel a tremendous throbbing begin again, the same kind of throbbing that resulted when Rick developed a headache.

_"Are…you alright?" _Sleepwalker asked urgently, alarmed by Rick's actions.

"N…no…" Rick said shakily. "I…uh…so what do you guys eat?" he asked weakly.

Rick took several deep breaths, before clenching his fingers as his body shook.

_"Rick?" _Sleepwalker persisted.

"Are you gonna tell me or not?" Rick demanded.

_"We do not eat anything, such as it is," _Sleepwalker answered. _"We feed off the mental energy of the Mindscape, using it to heal our wounds as well as focus our warping powers. When we are in the Mindscape, we essentially have a limitless supply of power, and so we need never worry about starving or running out of power. Since becoming imprisoned in your mind, however, I have found it necessary to use your passageway leading to the Mindscape to draw extra energy for my own use." _

"Extra energy?" Rick started.

_"I do not drain your mental energy, I assure you," _Sleepwalker said quickly. _"I am skilled enough with such passages to draw energy for my own use without harming you. I use it to replenish my warp energy, and heal my wounds. It is, in a sense, my way of sleeping and resting. I cannot simply leave your mind whenever I please, even when I have the ability to put you to sleep. I must replenish my powers-if I were to stay in your world for too long or not get the chance to restore my energies, my powers would steadily weaken, and I would suffer in much the same way as you would if you were to physically starve." _

"And you're telling me all this?" Rick said, raising an eyebrow.

_"You have a right to know," _Sleepwalker said. _"I am, as I understand it, fulfilling your request to learn about my race and its way of life." _

"Yeah, whatever," Rick replied. "There's still something I don't get, though-you say the Sleepwalkers go into peoples' minds to protect them from all these evil predators. Why, though? Just what do you get out of it, anyway?"

_"We do it for the same reason that I have taken to battling the criminals and villains in your dimension," _Sleepwalker answered.

Rick looked at him curiously.

"What's that supposed to mean?"

_"Let me ask you something," _Sleepwalker said. _"Why do you study this literature, these writers with such names as Dickens, Fitzgerald, Burns, Shakespeare and Hemingway?"_

Rick stared at Sleepwalker, and then shrugged.

_"Why does your friend Alyssa love to dance so much? Why does Red play football? Why does Cyrus study engineering? Why does Peter study chemistry?" _

Rick stood silently, not knowing where Sleepwalker was going with this.

"It's…just something we're good at, something we enjoy," he said finally.

_"Precisely so," _Sleepwalker answered. _"My people and I battle the minions of evil, whether in the Mindscape or in your physical dimension, for the same reason that you and your friends pursue your passions-because they give your lives meaning. That is the role we as the Sleepwalkers have taken on for ourselves. We are the silent protectors in the night, who fight so that the innocent may rest in peace." _

"And you guys do all this out of the goodness of your hearts?" Rick asked, more than a little skeptical. "You don't use any of these tools for personal gain, you don't use your powers for anything other than helping people out? You've never been tempted to use them to dominate and control human minds for yourselves?"

_"I am not a human who dresses in a costume, and the motivations of my race are not the same as those of humanity. Oftentimes we become weary of the struggle, of the pain and suffering we endure, but we know that our enemies are the villains of the Mindscape. Had we any desire for power, we would merely have cooperated with those demons of the Mindscape who already prey upon vulnerable minds to attack humans and other races without any sort of protection and defense. There are many creatures more malevolent than the Sleepwalkers in the Mindscape," _Sleepwalker answered.

"Like what, for instance?" Rick asked doubtfully.

_"Consider these," _Sleepwalker answered, focusing his warp vision to project images once again. Hideous things, batlike creatures, monstrous crosses between men and scorpions covered in spikes, scuttling creatures that looked like twisted fusions of insects and crayfish, and others were shown to the horrified Rick.

"…So, what do these things do? Make people crazy? Possess them and make them kill people?" Rick asked, looking slightly sick.

_"Very rarely do creatures of the Mindscape, whether they be benevolent or malevolent, act so directly," _Sleepwalker answered. _"Your universe is filled with many beings of tremendous telepathic and magical power, who could just as easily strike back against the creatures of the Mindscape who attempt to interact with them, whether in a helpful or harmful way."_

"_Rather, many of the evil creatures of the Mindscape may attempt to take advantage of the trauma and horror, or bitterness and anger, that may fester in a person's mind due to what they experience in your dimension. Those who claim to hear voices in their head telling them to hurt and kill people, or who suffer from nightmares or insanity after a particularly traumatic experience, may be falling victim to demons of the Mindscape, who exploit their vulnerabilities. Cobweb, for one, uses his powers of lies and illusion to stimulate feelings of malice, hatred and vengeance in his victims, spurring those who have suffered to continue in a cycle of endless hate and desire for revenge. It is our responsibility to protect vulnerable minds from these creatures." _

"Doesn't look like you always succeed, though," Rick replied. "There's still plenty of people who have those problems."

"_The costumed superheroes of your world do not always succeed in protecting people and saving innocent lives. Nor do the people who serve in dangerous professions such as firefighting or the police force. Many of my people lose their lives in these ventures. Does that mean that we abandon the struggle, that we allow ourselves to break down under the loss we must endure?" _

Rick had no reply.

"_It should be noted, in any case, that nightmares, trauma, criminal acts or insanity are not always the result of Mindscape predators," _Sleepwalker continued. _"Minds may suffer, people may turn to evil, or go insane, or suffer from nightmares, without any sort of intervention from creatures of the Mindscape. Demons from other dimensions may possess a person's mind, and in such cases we may do what we can to stop them, but quite often these demons are not from the Mindscape, and we are not always able to fight them." _

"Damn," Rick said. "So the Mindscape is full of evil predators that try to mess with peoples' heads?"

"_Not solely," _Sleepwalker answered. _"There are other benevolent creatures, who may attempt to heal damaged psyches or help people overcome their mental suffering. Again, as with the evil predators, such helpful creatures almost always act indirectly; very rarely do they directly intervene. They do not stay and reside in the minds of sentient beings, nor do many evil creatures, it must be said." _

Rick's head spun briefly as he tried to understand all the details.

"So…uh…where did all you guys come from? I mean, in my world we had the Big Bang and stuff like that. At least, that's what Cyrus says-"

"_The Mindscape is indeed a very unusual place. While its inhabitants may influence the minds of your dimension for good or for evil, the thoughts, beliefs and actions of the creatures of this dimension also play an instrumental role in the shaping of life in the Mindscape. The hatred, malice and desire for vengeance that so often becomes a vicious cycle among humans gave birth to Cobweb, for instance," _Sleepwalker said hesitantly.

"_Perhaps we, the Sleepwalkers, were also given rise by the desire of humans and other beings to protect their loved ones, to defend the innocent, to show altruism and compassion. Such creatures of the Mindscape, both good and evil, have developed their own minds and ways of living over the centuries, but it cannot be denied that we have been shaped by the thoughts and feelings of those who live in your world…just as you and I have been affected by our fusion," _Sleepwalker finished, not entirely sure why he was saying this.

Sleepwalker and Rick looked into each other's eyes for a second. Neither one could truly tell what the other was thinking.

"Makes you wonder where we go from here, huh?" Rick asked Sleepwalker in a tone that was impossible to describe, before he turned away and faded into the depths of sleep.

(_**Next Issue: **_Sleepwalker is not the only one who Is crossing from the Mindscape to the human world. Using the power of Sleepwalker's corrupted Imaginator, Cobweb has discovered a way to manifest on Earth himself! After battling Cobweb in our world, Sleepwalker resolves to return to the Mindscape to destroy the demon once and for all! Sleepwalker and Rick reverse their positions as Rick becomes trapped in Sleepwalker's mind in the return to the Mindscape! But what will they find awaiting them? And what is Cobweb's true plan? Sleepwalker intends to find out in his return home in the _Sleepwalker Annual: Mind Games!_)


	13. Annual 1: Mind Games

The prismatic, rainbow-hued skies of the Mindscape flashed overhead, an eternal storm of mental energy continuing in an endless sea. Copper and silver minds passed through the ether, glowing brightly as they either remained sealed or opened themselves to restore their mental energies.

One of those minds, open to the Mindscape as its owner was asleep, was suddenly jolted, before a diminutive, gremlin-like creature came flying out of it, blasted back into the Mindscape. The creature lay stunned for a moment, before it gathered its wits and prepared to charge back in before three more of the gray monsters emerged from the mind, screaming in agony.

They were just over five feet in height, with multiple small eyes dotting their warty faces above tentacle-whiskered mouths. Gray-colored, the wheezing, drooling things were lumpy humanoid masses of bubbling flesh, walking and shambling along as if they were puppets…which is in fact what they were, pawns in the hands of their hellish master.

Cobweb's minions-the Mindspawn.

Their opponent emerged from the mind seconds later, screaming in rage as she charged at the reeling mindspawn. She was a Sleepwalker, but a feminine one for all that, with curves and shapes that differed her from the males of her race, not unlike the differences between human women and men. Vengeance was in her lavender-glowing eyes as she wielded twin Mindrakes-vicious energy swords sometimes used by the Sleepwalkers against their most powerful foes-and charged at the creatures.

The mindspawn moved to strike back at the Sleepwalker, but she cut two of them in half with her Mindrakes before they even got close. She then released her warp vision, blowing one of the mindspawn to pieces before spinning around, her warp beams cutting through the crystal-like rock formations she stood on, and then cutting through the last of her foes as if it was not there.

The Sleepwalker shook in impotent rage, desperate to know where he was. She and her race were engaged in an all-out war with the depraved Cobweb and his minions, and the Sleepwalkers needed all the help they could get. They were just barely managing to hold on, and it was all they could do to keep Cobweb's monsters at bay while they searched for him.

Many of the other Sleepwalkers had given up hope, resigned to fighting to the bitter end, or traveling to other parts of the Mindscape to summon their brethren for assistance against Cobweb. The demon was exploiting the ever-worsening chaos created by the humans of Earth, whose minds inhabited this part of the Mindscape, to sow ever more hatred and bitterness in the minds of the vulnerable, relishing the chance to grow ever stronger.

Cursing, the Sleepwalker readied her Mindrakes and flew off.

_Terren'sk…where are you…?_

* * *

SLEEPWALKER ANNUAL

"MIND GAMES"

* * *

_"So that's how it is, huh? All you do is just deny it! You won't even tell me the truth, you bastard?" the woman screamed at him. _

_"Karen…what the hell are you talking about?" her husband protested, dodging the lamp she threw at him, wincing at it shattered._

_"All those late nights at the office, running off every weekend, not even coming home to your family after the fucking riots…what kind of father are you?"_

_"Dammit Karen, I already told you about all that!" Roy shouted back. "You know how it is in my job-these computer systems are so damn finicky, I have to keep coming in to fix them! And I tried to come home, but the cops had Times Square sealed off after that Spectra lady had her blasted light show! I had to pass security before I could get home! What am I supposed to do?" he demanded. _

_"Call a lawyer," Karen hissed at him. "Maybe one of your bimbos knows a good one. Oh, I get it-one of them is a lawyer, isn't she?"_

_Karen picked up her suitcase and stormed out of the house down to the car, where the children were waiting. She pulled out of the driveway, and roared off down the street, leaving a heartbroken Roy looking out the window. _

_Sixteen years of marriage…gone. _

_She wouldn't stop accusing him of cheating on her…but why the hell would he do that? _

_Why wouldn't she believe him?_

* * *

_"You sure this is a good idea, Theo?" one of the young men asked him. "I mean, going after the guy's dad…"_

_"Hey, he beat the hell out of my old man at that riot, and put him in the hospital," Theo snapped back at his three friends. "You think I'm just going to sit back and take that?"_

_"Yeah, but Theo-"_

_"He called my dad a traitor. My dad! He's worked his ass off for twenty years to put food on the table for me and my sister, and they call him a sellout for wanting to give us a better life? Who the hell does he think he is?"_

_"It'll be about ten more minutes, Theo," one of the boys said. They waited eagerly in the trees of the park, concealed by the chill November evening, waiting to gang up on the boy who had been so stirred up by Spectra's imagery and hatred that he had beaten Theo's dad so badly that he had had to be put in intensive care. _

* * *

Cyrus O'Donnell stirred in his sleep, shaking his head as he finally came awake. He turned on his beside lamp and looked around his bedroom walls, seeing nothing but his familiar astronomy charts, Gundam anime posters, his telescope, computer, and multiple bookshelves. Nothing seemed out of place.

Still, the short, pudgy, brown-haired young man could not shake the feeling that something was wrong. Images of Red and Rick flashed through his mind, memories of the party at which the Bookworm had attacked. He began seeing images of the horrible Grendel as it smashed through the walls of the frat house, bowling him over before it broke through the front window, taking Red and Flash Thompson.

What was it Cyrus remembered about that night?

Red's eyes?

Peter's eyes?

Rick's eyes?

They were all looking at each other.

They had each others' back.

But none of them had looked at him.

Shuddering, Cyrus turned off the light, lay down and tried to fall asleep again.

* * *

Sleepwalker flew through the air on his nightly patrols, searching intently for any sign of trouble since Spectra's riots one week ago. The chill mid-November winds bit hard and cold, but the alien ignored them. He was tense, alert, ready for a fight. Every nerve was on edge, waiting for something to set them off.

It was not long in coming; a vicious fight had broken out between some shopkeepers and a group of homeless people, as they shouted and yelled at one another, brandishing knives, baseball bats and broken bottles. Sleepwalker heard a scream of pain, and he instantly dove for the scene, his mind racing like mad.

One of the homeless men screamed in pain, holding his battered arm as one of the shopkeepers moved his bat back into position for another strike. The other shopkeeper doubled over in pain as one of the homeless men punched him in the stomach, before the last one kicked him in the ribs as he slumped down. The first shopkeeper raised his bat and prepared to charge, right before Sleepwalker came down and snatched the bat out of his hand.

_"What is going on here?" _Sleepwalker demanded urgently.

"Those bums were going to rob my store!" the first shopkeeper shouted in his face.

"Bullshit!" one of the homeless men answered. "We were just passing by when these two psychos charge out of their stores and attack us! We didn't do anything wrong!"

"The hell you calling a liar!" the second shopkeeper said, struggling to his feet. "We saw you taking out your guns, and-"

"We don't have any guns!" another homeless man answered. "You think we're stupid enough to carry 'em, cops search us?"

_"Enough!" _Sleepwalker shouted, warping the pavement between the two groups to form a barrier between them. The two groups of men stood stunned, as Sleepwalker leapt over the barrier to confront the homeless men.

_"You do not possess any firearms?" _he asked them slowly.

"No, man," one of the homeless men said sadly. "They just came out of nowhere, charged at us. We don't want any trouble-we're just trying to live, same as you, same as everyone else."

"Besides," another man chimed in, "don't you think that if we had guns, we'd have used 'em when those guys attacked us?" He and his friends turned out their pockets, opened their bags, which contained nothing except their few possessions, meager as they were.

"Come on, Sleepwalker," the third man said. The alien recognized him-he was one of the men Sleepwalker had saved from Lullaby's thugs. "All we want is to live in peace, that's it. We have enough trouble surviving. You know that."

Sleepwalker nodded slowly. He could sense that the men were telling the truth.

And that wasn't all he sensed.

The shopkeepers finally found their way around Sleepwalker's barrier and charged at the homeless men, until Sleepwalker caught them by the arms.

"Let us go, you son of a-" one of the shopkeepers started.

_"Listen," _Sleepwalker said calmly. _"How did you know that these men were going to attack you?" _

"We saw them come at us, with guns in their hands!" one of the shopkeepers shouted.

_"Do you not think that if they had guns, they would have used them when you moved to defend yourselves?" _Sleepwalker said calmly.

The two shopkeepers suddenly stopped struggling.

"He has a point, you know," one of the homeless men said.

"But…we saw it," the second shopkeeper said. "I swear to God, we saw it…"

_"You were deceived," _Sleepwalker answered. _"The illusion powers of that Spectra woman are so powerful, they have lingering effects spread throughout the city." _

The two men looked at each other.

"Let's go…I don't…I could have sworn to it," they muttered in confusion.

Sleepwalker warped the barrier he had created, returning the roadway to normal so the men could return to their shops.

"What got into them?" one of the homeless men asked Sleepwalker.

_"Hold no grudge against them," _Sleepwalker answered. _"They are but innocent victims, just as are you. They have fallen victims to lies and illusion, through no fault of their own." _

Two of the men looked to the third, the one Sleepwalker had saved from Lullaby.

He nodded his approval, and they relaxed. He led them off down the street, searching for shelter for the night.

Sleepwalker stood calm and emotionless, but a perceptive observer would notice the shimmering of his lavender eyes. The alien boiled with impotent rage, almost ready to explode in a mad fury. He could almost smell it, so strong was the thing's presence, and knew that it had almost caused still more bloodshed.

Cobweb had been here.

The monster had struck again.

Tears erupted in the alien's eyes as he clenched his fists, shaking all over with…with….

_He could hear the monster laughing. _

_He could hear the screams of the other Sleepwalkers. _

_He wanted to scream himself. _

Sleepwalker took off into the sky.

There was nothing else he could do.

Yet.

* * *

Rick sighed with relief as he entered into the Students' Union Building, glad to be in from the November cold. He was catching up on his schoolwork, although he was still at a loss as to what to say to keep his parents from coming down without their getting suspicious. He had asked Sleepwalker, but the alien had been no help. He wasn't really sure how he could have phrased it to his friends.

Alyssa and Cyrus were waiting for him as he sat down at the table. Rick looked at them in surprise, and then the empty seat, taking out his binder and textbooks.

"Where's Peter?" Rick asked in surprise.

"Who knows," Cyrus grumbled. "Chances are, it's another photo assignment. And, of course, he didn't show. So much for my helping him with his Engineering class."

"Well, he's probably been busy with all those photo assignments he does," Alyssa answered. "Some of his pictures made it into the latest issue of _Now _magazine, with the new winter fashions. I heard that was where Spider-Man showed up to fight that big electrical thing. Too bad his first roll of film was crushed in the falling masonry-Gwen told me that his boss Jameson only gave him half the money he was promised."

"Poor Peter," Rick said. "If he didn't have bad luck, he'd have no luck at all."

"So, are we ready or what?" Cyrus asked. Rick and Alyssa nodded. "So, what do we start with first?"

"_Hamlet_," Rick said without hesitation.

"_Hamlet_?" Alyssa asked. "Why that one?"

Rick paused for a second.

"Well…he's just easy to understand, I think," Rick said. "He's-"

"He spends half the play moaning about his angst. Why didn't he just do the deed and kill Claudius?" Cyrus asked.

"Come on," Rick said. "His life gets turned upside down by a ghost coming into his life, saying he's got to do all these deeds to make things right. He's shocked and confused, but he wants to do the right thing. His head knows that he's got to do something, but it takes a while for his heart to adjust. He's torn between his desires and his duty, and it tears him apart. Does he live his own life, or does he do what he's told, not certain of what the consequences will be? Can he do both? Is it any wonder the poor guy's confused?"

Alyssa and Cyrus stared at Rick in astonishment.

"You came up with all that on the spot?" Alyssa asked. "That's amazing."

"How'd you come up with all that so fast?" Cyrus asked.

Rick panicked inwardly as he tried to come up with a response.

"I've…thought about it for a while," he said quickly. "All the time I haven't been around, I've been…studying."

"Well…that can't be all you do," Alyssa said uncertainly. "Remember, we're still here for you…"

"Hey, I know," Rick answered. "I just…it's been hard these last few weeks…"

Cyrus just stared at the two of them intently.

Had he just seen them winking at one another?

Or was it just an illusion?

"Look, are we going to study, or what?" he demanded.

Rick and Alyssa suddenly snapped out of it, and looked at him in surprise.

"Yeah…what's the matter, Cyrus?" Rick asked.

"Nothing," Cyrus grumbled in annoyance, irritated at the attention they were giving one another.

"You sure?" Alyssa persisted.

Cyrus merely shrugged.

"Hey man, if it seems like I've been blowing you off lately…" Rick hesitated. "I'm sorry. I really am. My life's been turned upside down this past month. What do you say, this Saturday, you and I do something? Whatever you want."

"I'll bring the _Gundam Seed _DVDs, you bring the pizza," Cyrus said slowly.

"Done," Rick said without hesitation.

The two men smiled weakly at one another.

* * *

Cobweb recoiled and exited Cyrus's mind, cackling with glee as he returned to the Mindscape. Sleepwalker's corrupted Imaginator had given him the power to go directly even into minds that were awake, and manifest in the human world. His powers of illusion and hypnotism had led him to exploit the feelings of hatred, anger and bitterness lingering in places where great conflicts and tragedies had taken place.

So far, the monster had used his illusions to provoke fights, instill jealousy, and break up friendships, as well as plant suggestions and ideas in the minds of powerful-and unscrupulous-men. He had learned of powerful crime organizations such as the Maggia and A.I.M., and he fully intended to enter their minds in the future. As for now…

He knew the Sleepwalker, his oldest enemy, among the very few beings to ever pierce his illusions, that he had trapped in the mind of the human could sense his presence in the real world.

And he knew that Sleepwalker, maddened by his predicament and desiring revenge, would come calling.

Once he had dispensed with the Sleepwalker, what then?

Places like Genosha, the scarred mutant homeland, and the ravages going on in the countries the humans called Zimbabwe or the Sudan, were open invitations to a thing like Cobweb.

The creature laughed hysterically.

He had never had such a wonderful time in all his long, long, very long life.

* * *

Jeremy Roscoe took a long sniff on the pipe, savoring the feeling he got as the contents entered his system, before he threw the glass implement over his shoulder, ignoring the shattering sound it made. Tall and powerfully built, with a mess of dirty brown hair and deep black eyes, his perpetual leering grin and his slow, smooth, sinister voice, often bursting into fits of giggling, made even the skin of his criminal associates crawl.

Roscoe was one of the most vicious thugs and enforcers in the New York branch of the criminal empire run by the mysterious individual known only as the Kingpin. No one had ever seen the "Kingpin", or knew his real name or what he looked like, but based on the orders the crime boss gave, Roscoe liked his style. Frederick Foswell, the Kingpin's lieutenant and Jeremy's boss, had sent Roscoe to deal with everything from mob squealers (something Roscoe particularly enjoyed) to the families of law enforcement officials and politicians who were getting too interested in the Kingpin's business to rival criminal gangs, especially the Maggia.

Jeremy always had a lot of fun on these missions, and enjoyed using everything from baseball bats to barbed wire to machetes to Molotov cocktails (or a combination of all of the above) on his missions. It had gotten to the point where Foswell took Jeremy's word for it that the mission was complete-hearing the details usually made Foswell want to curl up in a corner and throw up.

It was for another mission that Foswell strode into the room. Jeremy and his fellow thugs snapped to attention, ready for their next assignment.

"The Maggia heads are meeting here tonight at 11:30," Foswell, known as the "Big Man", informed them as he handed out the address. "I want them taken care of."

"Alive or dead?" Jeremy asked sweetly.

"Dead," Foswell ordered. "Why do you think I picked you for this job, Roscoe?"

Roscoe only leered in response.

Foswell couldn't help but shudder.

* * *

The factory in New York's garment district was a fairly well-maintained place, used for legitimate business pursuits during the day. At night, however, it was rented out to the Maggia, who demanded this service from the owner for the "protection" they offered, as well as the money they extorted. Upscale clubs or abandoned warehouses were the typical places one expected to find wealthy criminals-an ordinary factory was less obvious.

The senior Maggia member was Don Fortunato, meeting with his lieutenants, known by the colorful nicknames Hammerhead and Man Mountain Marko. One handled the narcotics trade, one handled the enforcement. All three were well into the details of the meeting when Roscoe and his gang burst in, firing their guns like mad.

Ducking behind a textile machine, Jeremy laughed maniacally as he fired at Marko, remembering the fun he had had in dealing with the guards…

_"You got the silencers?" Stan Carter asked Jeremy. _

_"What kind of a wuss are you, Stan?" Jeremy grinned at him. _

_"What do you mean?" Ned Leeds asked him angrily. _

_"I mean, that I left the silencers behind," Jeremy snickered. "I'm going-"_

_"You stupid son of a-" Stan began. "How the hell are we supposed to take out the guards?"_

_"Easy," Jeremy said. "It's dark out…cold and dark. I sneak up on all eight of them, and slit every single one of their throats from ear to ear." _

_"What?" Ned said incredulously. _

_Jeremy's eyes glimmered in the moonlight, as his ugly leer grew even wider. _

_"Do any of you have a problem with that?" he asked slowly, ever so slowly. _

_Ned could feel his skin crawl, even as Stan shivered. _

_No one said anything as Jeremy walked off into the darkness. _

_None of the guards knew what happened-the silent killer stalked them in the dark, and destroyed them in an instant. _

_They never knew what hit them._

_All they knew was pain and fear. _

* * *

Sleepwalker had trailed the monster to this factory. He knew the demon had wanted him to come here, and he was well aware that it could be a trap. Above all, he knew the horror wanted his emotions to get the better of him.

Sleepwalker knew all this.

But, in his mind, he could still hear the other Sleepwalkers screaming.

The alien suddenly paused as he saw the gunfight occurring in the factory through the skylight in the roof. He had no desire to get caught in the deadly crossfire…until Cobweb suddenly manifested in the human world, much to the shock of the humans still alive in the factory. The monster unleashed its illusions, confusing the men and leaving them helpless on the ground.

Sleepwalker smashed through the skylight and unleashed his warp beams at Cobweb, who split himself open to let the beams pass between him before he turned himself into a wall of spikes, lunging at Sleepwalker. The guardian of the Mindscape warped the ground between them, raising a barrier that Cobweb almost slammed into, before the demon reshaped himself and oozed over the barrier, appearing to shape himself into a massive spiked club, coming down at Sleepwalker.

Sleepwalker was well versed in his foe's illusions, and leapt straight up, narrowly avoiding the spiked tentacles Cobweb used to try and catch him from behind. He spun around, unleashing his warp beams, which Cobweb barely dodged. All around them, the men continued to scream and fire their guns randomly, too confused and befuddled to even tell up from down.

_Everything is pure chaos_, Sleepwalker realized as he dodged several flying sewing machines Cobweb threw at him. _This is exactly what he wants…_

Suddenly realizing what Cobweb was about to do, Sleepwalker flew for the skylight like a bat out of hell. There was no way he could save the men, most of whom were criminals anyway…he would be lucky if he could save himself.

Sleepwalker had almost made it to the skylight when Cobweb unleashed a massive wave of mental energy, channeled from the Mindscape through the mind of Don Fortunato. The energy was charged with malice, hatred, sadism and depravity, overtaking every living thing in the factory. It hit Sleepwalker like a steamroller, sending him flying out of the factory to crash-land on top of one of the mobsters' cars, before rolling off it and smashing to the ground.

Staggered by the blow, Sleepwalker cursed himself as he got to his feet. Cobweb had almost lured Sleepwalker to his death, leading him on a merry chase, mocking him with the chaos he caused in the human world, until his anger and frustration got the better of him and leaving him wide open for Cobweb to nearly destroy him.

What infuriated the alien even more was that Cobweb was likely going to continue doing this over and over again. Anytime Sleepwalker showed up to battle him, he would just retreat into the Mindscape.

Screaming in frustration, Sleepwalker picked up the mobster's car, spun it around, and flung it into and through the walls of the factory, causing a loud crash as it spilled into the factory. Sleepwalker marched over to the hole in the wall and examined the factory.

A dozen bombs could not have done more complete damage. The machines and other inanimate objects in the factory were blown to pieces, a complete nightmare of a wreck. All of the men were dead as well-those who had not been shot to death had had their minds annihilated by the sheer force of the psychic energy Cobweb had channeled. Stronger and more resistant than any human, Sleepwalker himself had barely survived.

Taking a deep breath, Sleepwalker steadied himself before flying off into the night.

He needed to think.

Without Cobweb driving him mad.

* * *

Sleepwalker soon left the wreckage and the bodies behind.

Had he remained, and had his mind not been so distracted with other thoughts, he would no doubt have noticed how Jeremy Roscoe's body twitched and shuddered every now and again.

Perhaps, had he waited, he would have also heard the strange fits of giggling that echoed on the breeze every now and again.

* * *

"Your parents are coming in a few days?" Rick heard Alyssa ask him over the phone. "Why didn't you tell me?"

"Well…" Rick hesitated.

"We'd love to see them again, Rick," she continued. "What is it that's been bothering you for the last month? You haven't been the same since, like, the middle of October."

"Look, I've got to go," Rick said abruptly. "I'll see you-"

"You're not going to put that receiver down," Alyssa said firmly. "Not until you listen to me. We're getting sick of your little games, Rick. Not answering our calls, giving excuses to stay by yourself, getting angry and defensive when we ask you what's wrong. It's killing your grades, and you're turning into a shut-in. You can't just keep blowing us off when we try to help you."

"Alyssa!" Rick interrupted her.

"Look…" he began awkwardly. "Something really traumatic happened to me a month ago. I'm still trying to get over it, and I'm still trying to figure out how to explain it. But-and let me make this perfectly clear to you-when my parents come, I want you to be there. I'll tell you then-and when I do, you'll find out."

"…Okay, Rick. I'll be there. But please-for your sake-take it easy until then," Alyssa finished, before she hung up.

_I'm sorry, _Rick thought to Sleepwalker. _But I can't take much more of this-if I don't tell someone, I'm going to go crazy._

* * *

In Rick's mind that night, Rick's consciousness met Sleepwalker as the alien was staring intently at the passage leading back to the Mindscape.

"Sleepwalker?" Rick asked. "I'm sorry I said all that to Alyssa, but I just couldn't take-"

Sleepwalker ignored him, instead looking back at the Mindscape passage and chanting in what sounded like some strange gargling, chirping language. As Rick listened, he could swear that…

"Sleepwalker?" Rick asked.

Again, Sleepwalker ignored him.

Rick was about to say something when suddenly the passage to the Mindscape began shimmering, before two more figures suddenly plunged into his mind. _**Sleepwalkers? **_One of them was a woman, with the curves and shapes, while the other was a very old man, even more gaunt than the other Sleepwalkers and covered in old war scars.

"What the hell's going on here?" Rick demanded.

Sleepwalker, the one Rick had had living in his mind for the last month, gasped in amazement, and suddenly embraced the female Sleepwalker, crushing her tight in his arms, as they began a flurry of the same gargling, chirping language to one another…_language that Rick could understand. _

_"Terren'sk! By the Silent Ones, I never thought that…" _the female Sleepwalker began.

_"Sv'ara…I…missed…" _the male Sleepwalker said in joy, as he pulled back the female's cowl, before kissing her.

"Hey!" Rick demanded. "Somebody mind filling me in here?"

All three Sleepwalkers looked at him, before the Sleepwalker who had become trapped in his mind spoke.

_"You…have developed an understanding of our language," _Sleepwalker said in the strange language. _"It is, no doubt, because we are in your mind, and you are not limited by your human vocal chords." _

"Uh…yeah," Rick answered. "So your name is-"

_"Terren'sk? Yes, it is," _Terren'sk answered calmly. _"These are others of my race: my former comrade in arms Sk'obe, and my love, Sv'ara." _The other two Sleepwalkers saluted him.

_"I had not told you my name before because, when translated into your language, it would sound very crude and forced by my standards," _Terren'sk explained. _"I take it, then, that you have been searching for me?" _he asked Sv'ara and Sk'obe.

_"Yes," _Sv'ara answered in a slightly throatier voice. _"And it was extremely difficult," _she said grimly. _"I almost lost hope, as have many of our brethren already. We searched for you, but we could only spare so much time when not fending off the minions of Cobweb-"_

_"WHAT?" _Terren'sk demanded, his face contorting in rage. _"What has that son of a soul slug been doing-" _

_"One moment," _Sk'obe demanded, cutting in on the conversation for the first time with a snarling, flint-edged voice. _"Perhaps we should begin by your telling us what has been going on since your disappearance, and tell us something of what you have been doing." _

Between them, Terren'sk and Rick explained how they had been fused, how Terren'sk had become trapped in Rick's mind, and what had happened since that time. Sk'obe and Sv'ara listened attentively, throwing in a question from time to time.

_"So then, you are trapped here?" _Sk'obe asked grimly. _"And yet your help is most urgently needed against Cobweb." _

"Hey, if he could leave my mind, we'd both be glad if he did," Rick said dryly. "Unfortunately, we're fused, or so Terren'sk says."

_"I had suspected something along those lines, else Terren'sk would have returned to us," _Sk'obe said grimly. _"For that reason, my fellows and I have crafted this," _he said, handing Terren'sk a strangely glowing pendant of midnight blue. _"This is what I call a mental re-polarizer. It cannot break your fusion, but it will be able to reverse it so that your essence, Rick, may be contained in Terren'sk's mind, and thus be able to exit your mind. Such effects would only be temporary, however-should you awaken, your consciousness will return to your mind, but beforehand we may be able to find a way to break the bond separating you and Terren'sk. He will be able to remain in the Mindscape, while you will be returned to your mind."_

"Why do you need to return to the Mindscape to do all this?" Rick asked.

_"The bond could not be broken within your mind without destroying your mind as well," _Sv'ara answered. _"While your consciousness would survive, your mind would not, and you would become what humans often call a 'vegetable.'" _

_"And if we were to effect this separation, we could not do it so long as Cobweb is running free and causing mayhem and destruction in the Mindscape," _Terren'sk finished. _"I cannot force you to do this; it is a chance to break our bond and defeat the villain that is the cause of our current situation. It will be very dangerous, however; and I warn you that if I perish while you are in my mind, you will perish as well." _

"Sv'ara…you really care about her, don't you?" Rick stated as much as asked.

_"Of course he does," _Sv'ara answered for him. _"We have fought very long together against the horrors of the Mindscape, and I despaired at ever seeing him again." _

"And Cobweb's been milking the situation in New York after the riots, hasn't he?" Rick asked.

The three Sleepwalkers nodded grimly.

"Then let's do it," Rick said determinedly. "Put that amulet thing on, and let's kick that fucker's ass. If I get fried-which I won't-then I get fried."

_"You have no hesitation?" _Sk'obe asked in amazement.

"None," Rick answered immediately. Rick and the Sleepwalkers saw images of Rick's parents, Kenny, Cyrus, Julia, Red, Peter and Gwen flash across his subconscious, before dwelling on an image of Alyssa.

Terren'sk raised an eyebrow.

_"And just what is your motivation for consenting to this?" _Terren'sk asked.

Rick merely smiled in response.

"Come on, man," he said. "You should know as well as anyone."

* * *

Rick was almost overwhelmed by the sensations, not only of being able to see through Terren'sk's eyes, but also to see the Mindscape in person. Terren'sk's images had merely made the other dimension seem strange and alien, but when seen first-hand, it was nothing short of spectacular. The rainbow-hued skies, the plant life of night blue, indigo and lavender, the glass prism rock formations and the copper and silver minds streaking through the ether like shooting stars filled Rick with a sense of amazement and awe unlike anything he had ever known.

If all this was not amazing enough, he was also struck by the overwhelming sense of joy he felt from Terren'sk, who was finally home after the time he had spent trapped in Rick's mind. Now that their situations were reversed, Rick understood more than ever his strange companion's perspective. They were heading towards one of the citadels the Sleepwalkers dwelled in, all spires and buttresses of a strange fluted material, colored blue and gold.

The conversations between Terren'sk, Sv'ara and the other Sleepwalkers reminded Rick of a family reunion, joy and relief flooding through Terren'sk's mind. He hesitated-was this what Terren'sk had felt, experiencing his emotions, seeing things through his eyes, trapped in his mind?

_Damn, _he thought.

_Indeed, it is a joy to be home, _Terren'sk mentally replied to him. Rick recoiled in shock, until Terren'sk spoke again.

_The mind of a denizen of the Mindscape is rather different than the mind of a creature that must access the Mindscape to replenish its energies. You and I can communicate in a way that I cannot when I was in your mind-I could hear your thoughts, but I could not reply. _

_I see what you mean, _Rick said back to Terren'sk. _But how long is this little family reunion going to last? Remember, if I wake up, we're both going to be catapulted back into _my _mind, _he reminded the Sleepwalker.

_Indeed, _Terren'sk replied. _A Sleepwalker cannot rest for very long…sooner or later, the battle must begin anew. _

_Let us end this, _he finished.

* * *

The Sleepwalkers tore through the Mindspawn, Terren'sk at their head, Sv'ara at his side. Terren'sk led the Sleepwalkers in an ages-old battle chant as he cut down yet another Mindspawn with a massive mindrake, shredding three more with his warp beams. The Sleepwalker, fighting alongside his people, always the one to defeat and imprison the demon Cobweb, was back and fighting like a being possessed.

Then, all of a sudden, it seemed to come out of nowhere. The atmosphere in the Mindscape began to darken, more Mindspawn began to flood onto the great crystal plains where the Mindspawn had gathered, as a pall seemed to spread over the battlefield. It drove the Sleepwalkers into a heightened frenzy, as more of the demonic minions and predators of the Mindscape arrived to reinforce the Mindspawn.

A sinister laugh began to erupt out of nowhere, echoing through the ears of the listeners and making Rick feel a chill of fear to his soul. The twisted, leering monster, slithering and writhing down towards them, grinning at the performance of its minions. The Sleepwalkers redoubled their efforts, fighting magnificently even as Terren'sk flew up to confront his foe, the bitterest of enemies.

If Rick felt fear and horror upon seeing Cobweb, all Terren'sk felt was simple, blood-red rage. He screamed in fury and charged the monster, slashing with his mindrake like a madman against the spiked and barbed tendrils Cobweb slashed at him. All Rick could do was watch as Terren'sk delivered a devastating slash to several of the tendrils, severing them as Cobweb howled in pain. The monster spread himself around Terren'sk, forming a network of barbed threads that struck him from every angle. Terren'sk took several hits, but felt no pain. Rick couldn't help but notice that the wounds of both Sleepwalker and demon were healing with surprising speed-they were both constantly absorbing mental energy, and were not bound by the limits Terren'sk had faced in the human world.

Warp beams flew, tendrils were formed into weapons, both combatants flew further and further into a rage as their blood feud rose to greater and greater heights. Rick simply could not find the words to describe how he felt, how Terren'sk felt, the twisted emotions that Cobweb conjured…

Then came the screams.

Cobweb's illusions were usually founded on lies, but this time, against his most hated enemy, the best weapon was the truth. The truth of the murdered Sleepwalkers, of the mayhem and misery Cobweb had spread while Terren'sk had been trapped in Rick's mind. Rick felt a sick horror at seeing what Cobweb had done, Terren'sk's anger simply rose to ever greater heights, his mindrake and warp beams unleashed in a blind frenzy now.

It was then that Terren'sk took a horrible blow to the back, even as tendrils rose from below to entangle his feet. Rick shuddered at the force of the impact, and then recoiled as he felt Terren'sk's legs being torn by what seemed to be hooks or barbed wire. If Terren'sk felt the injuries at all, he did not show it, instead continuing his merciless assault.

Terren'sk was in such a blind anger now that Rick could almost taste it, trapped as he was in the Sleepwalker's mind. A blow to the elbow-Rick heard a distinct cracking sound-claws tearing the back of the thigh, scything blades cutting either hip…and all Rick could see through Terren'sk's eyes were the illusions, that he was still fighting in a blind fury.

Rick suddenly understood.

"Terren'sk!" he shouted urgently.

Terren'sk made no reply either mentally or physically.

**"Terren'sk!" **Rick shouted again.

The Sleepwalker shuddered, seeming to register the pain of his wounds for the first time, just barely deflecting Cobweb's next attack with his mindrake.

_Rick! What are you doing? _Terren'sk thought urgently.

"This is just what he wants!" Rick called out to Terren'sk urgently. "You're playing right into his hands!"

_Don't…interrupt…lies…_Terren'sk thought confusedly.

"Dammit, it's not a lie and you know it! He's just trying to make you angry, make you forget yourself! Cobweb's illusions are just making you act the way he wants! He knows about your guilt, your loneliness, all that stuff! You can't fight back if you don't think straight!"

_You think you know him? _Terren'sk thought back urgently, but less angrily this time.

"You're damn right!" Rick shouted to him. "The shit he creates, he feeds off it, makes it take on a life of its own! You know that as well as anyone!"

Terren'sk suddenly whirled around and caught Cobweb full on with his warp beams, causing the monster to scream in pain.

"You want to beat him?" Rick called out. "Break the cycle! That's the way to do it!"

_I…have beaten him many times before, _Terrren'sk thought. _Why should now be any different? _

"This time it's different because he caught _**you **_in the cycle!" Rick shouted. "You've been through my thoughts? Now I've been through yours! I know how you feel, but you're not alone! I'm here with you! Don't let this bastard win! You know how he plays the game!"

Terren'sk finally slashed through the maze of tendrils and illusions with his mindrake. He banished the illusions from his sight, and focused dead on Cobweb. The horrified demon suddenly conjured more illusions, but Terren'sk blasted them all with his warp vision. He finally charged Cobweb, slashing him with cool, calm precision as Cobweb cried in pain. The demon suddenly recoiled and tried to flee as Terren'sk caught up to him, slashing off a large part of the demon's body and hacking away mercilessly until it came loose.

His Imaginator.

Focusing on it intently, he cleansed and purified it of Cobweb's influence, before focusing it dead on the demon, who merely stared back in blank horror.

_"This is the end," _Terren'sk blasting Cobweb head-on as the demon disappeared in a flash of light, banished to the nether regions of the Mindscape.

* * *

Terren'sk stood with Sv'ara and Sk'obe, wearing the mental re-polarizer and bearing his long-lost Imaginator. The Sleepwalkers were ready to channel their energies into the Imaginator, preparing to break the bond between Terren'sk and Rick, and returning Rick to his own mind…free of Terren'sk.

The dozens of Sleepwalkers focused their energy on the two artifacts, as Terren'sk closed his eyes, ready for the bond to be broken…

A loud, thunderous crash rocked the citadel to its very core as the Imaginator and the mental re-polarizer exploded, unleashing a massive wave of energy that knocked all the Sleepwalkers off their feet and caused Terren'sk to vanish in a wave of bluish energy.

* * *

At first everything was dark. All Terren'sk could feel was the cool, soothing energy of the Mindscape washing over him from above. As he slowly regained his vision, he looked around.

Rick's consciousness was standing over him, a look of deep concern on his face.

The passage back to the Mindscape was wide open, as Rick was still asleep. Instinctively, Terren'sk rose to return to his home….

…and ran head-on into the barrier, before dropping back into Rick's mind in horror and shock.

_"The bond…our attempts to break it…" _he said in a daze, shocked by what had happened.

Rick shook his head sadly.

"We couldn't break it," he said grimly. "But we couldn't say the same of your Imaginator…'broken' would be putting it mildly."

_"It was…?" _Terren'sk croaked in horror.

"Shattered. Destroyed. Kaput," Rick sighed.

_"And the passage to your world?" _Terren'sk could hardly fathom what was going on.

Rick merely gestured, and pointed to the wide-open portal, offering exit into the human world.

Terren'sk sank to his knees.

Sv'ara.

His family.

His home.

His life.

Gone.

"Terren'sk…I…I'm sorry…" Rick began. "I…"

_"Terren'sk…" _Rick's companion answered slowly. _"In another life, I knew someone who was called Terren'sk. And I…"_

"Are…are you…" Rick started.

_"I am the Sleepwalker who can no longer remember his name," _Sleepwalker said in a cold, grim voice, before flying to the passage leading into the human world and disappearing from Rick's mind.

All Rick could do was stare back at Sleepwalker's retreating form as he disappeared into the night.

(_**Next Issue: **_Rick meets with his friend Julia for a study session. But what will Rick and Julia say to each other? Their meeting is cut short when Julia is attacked by the mysterious light-powered supervillain known as Lightmaster! Sleepwalker must emerge to battle this new menace, but what will be the consequences of his sudden appearance? And why does Lightmaster want to kill Julia? All this and more in _Sleepwalker #13: Light Up the Night!_)


	14. Light Up the Night

_Dr. Charles Warren Fong's look as he sat at the disciplinary hearing was impossible to describe. The son of Chinese immigrants, Fong had been renowned as a child prodigy, winning tremendous accolades for his pioneering research in the fields of optics and the study of light. Paying his own way through university, and then working his way up to a doctorate and coming back to Empire State University to take a teaching position, Dr. Fong was universally admired and respected by his peers for his quiet tenacity, determination and humility. _

_At least, that was what everyone thought. _

_Julia Winhill stood at the front of the room, addressing the disciplinary panel and the spectators that had come to witness the scandalous allegations she had raised against the man she accused. _

_"…and so, your honors, in summation: I have presented and explained the correspondence between Dr. Fong and the defendant, Dr. Edward Lansky; I have presented the e-mail correspondence between Dr. Lansky and _Nature _magazine, and have highlighted for you the similarities between Dr. Fong's original research notes and the formal papers presented by Dr. Lansky."_

"_These are the most compelling pieces of evidence in my testimony, and they all clearly indicate to me that Dr. Lansky was actively involved in plagiarizing Dr. Fong's research and passing it off as his own, in an attempt to take credit for it. He was preparing to patent the technology, and it was only through chance that I was able to hear of it from my friend and fellow witness Cyrus O'Donnell, which led me to meet with Dr. Fong and carry out my investigation." _

"_The defendant will rise," the panel chair ordered Dr. Lansky. The tall, well-built man stood, his thick, bushy brown hair framing a set of piercing, deadly blue eyes that stared daggers at Julia and Dr. Fong. _

"_The proof here is incontrovertible, Dr. Lansky. As such, this committee has no choice but to find you guilty of academic misconduct. What I cannot fathom, however, is why? You were your high school valedictorian; you have won two partial scholarships, three high school awards for your superior grades, and a certificate for superior teaching as voted by your students! What could possibly have motivated you to steal Dr. Fong's research?"_

They had terminated Lansky's teaching position after that, and it was all he could do to find another job. Fortunately, one soon came up, working for Justin Hammer at Hammer Labs. Hammer was not known for his business ethics, and so he had had no qualms about keeping the optics research Lansky had stolen from Fong and used it as the basis for his company's synthetic diamond research. Lansky had been made head of the project, and he had been making considerable headway…until Sleepwalker and the woman who would become Spectra had crossed his path.

The project had been ruined, but Lansky had made considerable headway, most notably in being able to solidify the light…and have it respond to his mental commands. He could fashion knife blades, hands, drums, chairs, _**anything. **_

Lansky admired himself in the mirror as he considered the new high-tech suit he had created, bright gold and fashioned to resemble a sudden flash of light. A bit over-the-top, perhaps, but Lansky wanted to make a splash. If Hammer wanted to put him back to work on the diamond, he could live with that…

…but if Hammer added him to the ranks of the costumed criminals in his employ…

…or if he found employment with the likes of A.I.M….

He was the master of light; the possibilities were endless.

But first, there was the little matter of Miss Julia Winhill to tend to.

He grinned as he considered the sledgehammer he had fashioned out of pure light.

* * *

SLEEPWALKER #13

"LIGHT UP THE NIGHT"

* * *

Julia put away her lunchtime dishes before looking at her watch. Unless Rick had decided to bail on her-which wouldn't surprise her in the least-he would be coming any minute now. Gathering her books, she marched down the stairs to answer the doorbell Rick had just rung.

A twenty-one year old Journalism major, Julia had always been fascinated by politics and activism. Her father had been a long-time worker for the Democrats, and she herself was active in causes supporting everything from the homeless to Aboriginal and mutant rights. Her long black hair, trim figure, and lovely heart-shaped face would have led most people to believe that she was better suited to the dance classes of Alyssa and Gwen, but appearances were deceiving, as more than one debating opponent had found out to his cost.

She had invited Rick over to study for their English class, just as they would meet Peter or Cyrus for Chemistry or Engineering. The owners of her home let out the top floor of their house to tenants, one of which was Julia. Her roommates were gone for the weekend, and so she had the place to herself, along with Alyssa's dog Rambo, who she had asked Julia to dog-sit while she was in Albany for a dance competition.

When Julia opened the door, Rick looked surprisingly alert; he had even had a shave that morning! The cold morning didn't seem to bother him-all he wore was a fall jacket, turtleneck and jeans.

"I'm not late, am I?" Rick asked as he came in, petting Rambo as he did.

"No, no, of course not," Julia answered. "You seem pretty cheery this morning."

Rick paused for a moment.

"Well, why wouldn't I be?" he asked with a trace of irony in his voice. In truth, he wasn't sure how he felt, since he and Sleepwalker had returned from the Mindscape after defeating Cobweb. Sleepwalker would have been torn apart if Rick hadn't been there to snap him out of his senses.

"You've just seemed so…distant lately," Julia said as they ascended the steps back to the upper floor.

"Well, I've had a lot on my mind. You know how things can be, when you get overloaded with too much to think about," Rick answered.

"What do you mean?" Julia asked in surprise.

"I mean," Rick replied, "that it's just nice to sit and talk sometimes, isn't it? When you've got something you need to say, then sometimes you need to say it." He took a deep breath.

"…Are you feeling alright?" Julia asked.

"Yeah…why wouldn't I be?" Rick answered. "I'm staring to feel like I should be asking you the same question."

"Come on, Rick," Julia said, slightly flustered. "It's just that there seems like something's…ever since a month ago, I mean."

Rick's eyes flared for a moment.

"What are you-" he started, before taking a deep breath. "I…I'm sorry, Julia. Stress…exams…life, you know how it is."

Julia nodded slowly, realizing that Rick wouldn't look her in the eye.

* * *

"You see, Gatsby was always wearing a mask," Rick explained to Julia. "He kept so much inside…his love for Daisy, the source of his wealth, all the things like that. He was trapped, you know? Working so hard to keep up appearances, not able to tell anyone the truth…and it was tearing him up inside."

"I suppose…" Julia said, although she wasn't sure whether to accept Rick's explanation. "So that's what got him shot and killed?"

"Not exactly," Rick said. "He was trying to protect Daisy, the people he cared about…and he made the ultimate sacrifice. Sure, he was a bootlegger, but he was still a good person in the end. If anything kept him going, it was his love for Daisy. Hell, you can see it in the likes of _Batman _comics too. What keeps Bruce Wayne going in the comics? Why does he soldier on, in spite of all the suffering he sees, everything he has to go through trying to balance his two lives, why doesn't he give up?"

"I…go ahead. Enlighten me," she said.

There was no sarcasm or irony in either of their voices now.

"Because he knows better than that…he knows what the really important things are in this world, and he knows that there are other people with much bigger problems. That's what makes him a real hero-the refusal to give up, and keep going because he knows it's the right thing to do," Rick answered.

"Hell, look at Spider-Man, and everything the _Daily Bugle _throws at him. And yet he's still out there, fighting psychopaths like the Scorpion and Doctor Octopus. You're involved with mutant rights-you've seen anti-mutant racism first-hand. How do you think the X-Men feel, if they have to put up with that kind of shit every day and still stick their necks out for ingrates like us?"

Julia merely stared at Rick in amazement.

"Rick…" she started.

"Yeah?" he asked.

"…Never mind. I think I understand," Julia started.

* * *

Dr. Lansky was fully dressed in his gold-and-yellow costume, streaking through the air like a beam of light. He laughed out loud as he streaked towards Julia's residence, having used Justin Hammer's computer networks to hack into the Empire State University archives to find out where she lived.

No one, _**but no one, **_exposed the master of light!

* * *

Julia and Rick heard a horrible crashing, tearing sound, as if someone was tearing the roof right off the house. Alarmed, they dashed out of the living room and back into the hallway.

It was a man…or what **looked **like a man. He was dressed in a gold costume, the torso appearing to have a radiant burst of light on the chest. He radiated golden, glowing light from his wrist-bands, light that had been fashioned into a pair of giant hands…hands which had torn a massive hole in the back of the house!

"What the hell are you?!?" Julia asked in amazement.

"**Who **am I, my dear girl," the man corrected him. "And you may call me…Lightmaster."

"What do you want?" Rick demanded.

"Oh, nothing much…just your little girlfriend to die a very slow, very agonizing death," Lightmaster said smoothly. Lightmaster strode down the hall way, dispelling the giant hands he had generated.

"The hell you will, you son of a bitch!" Rick shouted angrily, charging at Lightmaster, who almost casually radiated a smaller hand of light from one of his wrist devices, grabbing Rick by the arm and dragging him forward, before viciously throwing him down the stairs as Julia screamed.

Rick fell to the foot of the stairs and crashed heavily, dizziness setting in as he let blackness overtake him.

Julia retreated to the end of the hallway, Lightmaster calmly following her until the stairs were well behind him. Rambo barked angrily and charged Lightmaster, but he simply radiated a cage of light, trapping the dog, who could only bark helplessly as Lightmaster advanced. Finally, he extended a thin line of light, shaped like a garrote, which snaked out and caught Julia by the neck, dragging her forward as she struggled uselessly.

"I've got you now, my pretty…and your little dog too," Lightmaster sniggered at his joke. "Now then…shall it be a chainsaw? An icepick? A sledgehammer?" he asked, as the light he generated shifted from one weapon to the next in turn. He grinned as he raised the hammer, Julia helplessly caught by the garrote…

Purplish warp beams suddenly passed over Lightmaster's shoulders, disrupting his light formations and releasing Julia, who staggered back and slumped against the wall.

_"Take your friend and escape!" _she heard as Lightmaster whirled around in amazement. Sleepwalker had come up the stairs in a flash, disrupting Lightmaster's light beams with his warp vision scant seconds before Julia would have been killed. As Lightmaster tried to react, caught off guard, Sleepwalker grabbed him by the arm and flung him down the hallway, before he crashed on the floor. Sleepwalker spun and quickly broke Rambo's cage with his warp beams, as Julia ran for dear life down the apartment stairs, the dog right behind her.

Julia noticed Rick unconscious at the bottom of the steps, and the front door wide open. Sleepwalker must have come in the front door…_but how did he know to come here? _Julia wondered. No time to think about it now-she picked Rick up by the shoulders, struggling to drag him out as Sleepwalker and Lightmaster faced off upstairs.

"You honestly think you can face me?" Lightmaster scoffed at Sleepwalker. "You don't know who you're dealing with!" A series of thorned tendrils and whips snaked out from Lightmaster's wrists and lashed at Sleepwalker, who was hard-pressed to dodge them in the narrow corridor until he warped a hole in the ceiling and flew up and out, before focusing his warp beams again and dropping part of the roof on Lightmaster, who quickly formed a dome shield of light to block the falling debris. He kept the dome up with one hand to block Sleepwalker from coming back down, and prepared to conjure a slide with the other to catch up with Julia.

Sleepwalker quickly warped a second hole in the ceiling before coming down into the hallway again, streaking across the room and tackling Lightmaster head-on before pushing him back down the hallway and out through the hole Lightmaster had ripped open and out into the backyard.

Lightmaster suddenly radiated a series of sharp spikes, cutting Sleepwalker and causing the alien to let him go, recoiling in pain as Lightmaster tore him a second time with a pair of scything blades. The guardian of the Mindscape was not about to give up, however, and focused his warp beams on one of the trees beneath Lightmaster, causing it to rise up and entangle him.

Lightmaster radiated blades of light from his boots, cutting through the vegetation, flying up just in time to receive a vicious punch to the face from Sleepwalker, who grabbed him by the arm and flung him towards the ground. Sleepwalker warped the earth, causing it to rise up and slam into the falling Lightmaster before engulfing him partway to try and trap him.

Sleepwalker hastened to try and harden the ground before Lightmaster could escape, but his foe freed himself with light-created shovels, sending the dirt flying and briefly blinding the alien hero before fashioning a massive spear to impale his foe. Sleepwalker just barely managed to dodge it, disrupting the light energy with his warp beams before Lightmaster charged in again, creating a series of scything blades with his light.

Sleepwalker dodged and ducked quickly, warping the earth and shrubbery to trip Lightmaster up and catch his blades before tearing a branch off a tree and shaping it into a club with his warp vision. He struck Lightmaster once, twice, three times, before the villain staggered away and flew into the air once again. He charged his energy briefly, preparing to unleash a massive blast of pure light and Sleepwalker.

Sleepwalker's timing was perfect as he blasted with his warp vision, disrupting Lightmaster's energy and blowing him back, sending the villain back to crash against the fence. The alien charged in, preparing to warp the fence into bindings for his foe.

Lightmaster had other ideas. The villain cursed, knowing that Julia was probably well on her way to escaping, and that the police were no doubt on their way. _It wasn't supposed to be this way, _he whined mentally as he cursed Sleepwalker.

"You'll pay for this, you lowly peon!" Lightmaster screamed at Sleepwalker. "You don't have any idea the kind of enemy you've made today!!" he screamed in a rage, radiating light to break free of the fence, before rising into the air, and firing one last blast at Sleepwalker to keep him back before he spun around and took off, blasting away in the light.

Sleepwalker began to set off in pursuit, until he realized that there was no way he could catch the villain. He realized that there were more important things to look after, like Rick and Julia.

Police and emergency sirens roared in the distance as Sleepwalker caught up to Julia, Rambo and Rick, who still lay out cold on the ground. She could only drag him so far when he outweighed her by sixty pounds.

"_Are you both alright?" _Sleepwalker asked her gently, as she cradled Rick's head in her lap, breathing heavily from shock.

"I…guess I am. I'm more worried about Rick. I think he's out cold."

Sleepwalker examined him briefly. Certainly Rick was dizzy, and fell easily into unconsciousness once Sleepwalker made his way out. Fortunately, he was not just asleep, or else he would have awoken when the noises of the fight broke out.

"_He shall be alright," _Sleepwalker reassured her. _"Do you have any knowledge of why that miscreant would want to attack you?" _

"No," Julia said sincerely, a little unnerved by the alien's presence. "I have no idea who he is, but…" she shook her head.

Then she stared directly at Sleepwalker, her dark eyes piercing his purple, multifaceted orbs.

"How did you know to come so quickly? It was barely a moment before Lightmaster attacked us!"

_"I saw the villain passing through the sky before descending on your house," _Sleepwalker lied. _"I could tell that he intended to cause you harm, and so reacted immediately to come to your aid." _

"You just happened to be passing through the neighborhood at the exact right time?" Julia asked incredulously.

Sleepwalker did not reply, instead looking intently at Rick, and then at Julia.

_"I…must go," _Sleepwalker said as the sirens got closer. _"I have no doubt you and Rick shall be able to give a full and proper statement to the authorities." _

"Wait!" Julia stopped him.

He looked back at her.

"Thank you," she said sincerely.

_"I do nothing short of my duty," _was all Sleepwalker replied, flying off as the police cars pulled up around Julia and Rick.

Julia looked at Sleepwalker's retreating form, before looking at Rick.

_Oh God, Rick…_she thought. _Is this what…_

She could not bring herself to finish the thought.

* * *

Rick slowly regained consciousness to find himself back on the couch at his apartment, Julia hovering over him.

"Where are…how did we…" he began groggily.

"The ambulance services brought you back here to rest when they saw you weren't seriously injured," Julia explained. "You're going to be okay, right?"

"Yeah," Rick muttered, struggling to a sitting position. "How about you? That Lightmaster guy trashed your residence."

"I know," Julia sighed. "There's no way the owners are going to let me come back after this. And my roommates are going to want to kill me when they get back," she said sadly. "I'll be lucky if I can get my stuff."

"Can you stay with Alyssa or Gwen?"

"Maybe. I don't know," she sighed. "I'd have to clear things with Gwen's father, that Captain Stacy guy, before I drop in unannounced. And Alyssa is living in the university residence, so that's a no-go."

"What about Cyrus, Kenny or Red?"

"Kenny lives in residence, too. Cyrus and Red share an apartment, and there's no way I can stay with them. Besides, Red and I would be bound to get into an argument sooner rather than later if I did that," Julia answered.

"Then stay with me," Rick answered. "Just until you figure out what to do. My landlord won't mind-he's a cool guy, an old friend of my dad. How do you think I got this apartment so cheap?"

"Rick, I…" Julia began.

"Don't worry about it," Rick grinned. "I'll call Red and Kenny and get them to help bring your stuff over. What about this Lightmaster guy? What did the police say?"

"They told me to keep my eyes open, but there wasn't much they could do to guard me round-the-clock; things are still pretty hairy across the city from that Spectra woman's riots last week. I guess this is what comes of my pressing the police to spend more time looking after the people in Hell's Kitchen," she smiled ruefully. "They suggested I try to hire the Heroes for Hire, or something like that. There's no way I can afford that, and neither can my parents."

"Not without our pitching in, at any rate," Rick smiled.

"Rick…why are you doing all this?" Julia asked slowly.

"Come on," he said. "You should be asking me why I _wouldn't _do all this for someone I care about," he said. "I know better than that."

Julia looked intently into Rick's eyes.

She could see him, she knew he was looking back at her.

_Rick…I understand now, _she realized. _Whatever happens…I'll be there for you, even if I don't understand everything yet. _

(_**Next Issue:**_ A chance encounter during his nightly patrols leads Sleepwalker to make the acquaintance of Keemwazi leader Wyatt Wingfoot, who has come to New York to negotiate with the Roxxon Oil Company for development of his peoples' oil resources. But not is all as it seems, as Wingfoot is targeted by the mysterious assassin known as Hellrazor! All this and more in _Sleepwalker #14: Two Roads, Two Spirits!_)


	15. Two Roads, Two Spirits

Rick frowned as he read over the Shakespearean sonnets, typing away at the computer, trying to focus on his work. It wasn't helping-all he could do was try to think of something, _anything, _to convince his parents not to come. In five days they'd be coming in to see him, to try and help him with his problems.

Normally, Rick would be glad for their help-he had always been close to his parents.

But now…

_"I can't tell them for the same reason I couldn't tell Alyssa or my other friends," Rick argued with Sleepwalker in his mind. "How the hell do you think they'll react? They'll look at me like I grew a second head!" he insisted, wringing his hands. _

_Sleepwalker frowned, trying to think of something to say, but all that came back to him was Julia looking into his eyes after he had driven off Lightmaster. _

_Something about the way she had looked at him deeply disturbed the alien. Rick had convinced his landlord, an old friend of his father's, to rent her a vacant apartment, and so they were in no danger of Rick's secret being exposed. _

_Sleepwalker began to wonder if there was even a secret left to expose. _

That had been last night's conversation-as usual, Sleepwalker had been no help. Tonight, all Rick could do was take another shot of whiskey to drown out the pounding in his head.

Finishing his work for the night, he went to bed and was asleep in moments, before releasing Sleepwalker.

Quiet as the night, Sleepwalker nodded sympathetically at Rick before opening a window and taking off into the night.

In the few weeks he had lived in Rick's world, one of the things Sleepwalker enjoyed most was the beauty of the sky at night. The stars were quiet sentinels at night, passing through the sky on their way to places unknown, parts beyond. It reminded the alien of the way human minds soared through the Mindscape, always seeking a discovery, always seeking tomorrow.

It was a reminder of home, and the joys that came with it.

Sleepwalker was a stranger in a very strange land, but somehow, the stars reminded him that he was not alone.

There was little of note on this cold November evening-Sleepwalker flew for hours without encountering any crime, or anything more unusual than partygoers flocking to the bars after a New York Rangers game. It was only when he passed through Central Park, that he heard the shouting voices.

"Come on, Injun!" a male voice seemed to taunt. "You too much of a chicken shit to fight back?!?"

Another voice seemed to reply in a lower, calmer voice that Sleepwalker couldn't make out.

Several other voices laughed at the reply.

"You didn't do anything?" another one slurred loudly, thick with alcohol. "You were _**born, **_Tonto!"

Sleepwalker turned and sped off in the direction of the voices. He had heard enough.

There was only so much of that he could take.

* * *

SLEEPWALKER #14

"TWO ROADS, TWO SPIRITS"

* * *

Wyatt Wingfoot had had to deal with lots of things in his life. Everything from fighting super-powered threats and dangerous monsters alongside superheroes, to fighting for the rights of the Keemwazi Nation he belonged to, to drunken idiots that Custer would have been right at home with. The Native man had simply been taking a walk in the park that night, trying to collect his spirits, until they had ambushed him.

There were four men, one armed with a chain, another with a knife, a third with brass knuckles, and the last unarmed. Stinking of cheap booze, the greasy bikers had obviously been out looking for some action. They were already marked with cuts and bruises-evidently one brawl that night wasn't enough. Wingfoot wondered what bar they'd been thrown out of.

"Come on, Injun!" the man with the knife taunted. "You too much of a chicken shit to fight back?!?"

"This is hardly fair," Wingfoot said, fighting to keep his temper under control. "Besides, I didn't do anything to you…"

They laughed in reply.

"You didn't do anything?" another one slurred loudly, thick with alcohol. "You were _**born, **_Tonto!"

Tonto.

He _hated _that name.

"I don't want any trouble," Wingfoot said, although he couldn't stop himself from tensing up.

"Too late," the man with the knife said, thrusting his weapon at Wingfoot. The biker with the chain swung it at his head.

With catlike reflexes, Wingfoot ducked under the swinging chain, bending his knees swiftly. He suddenly leapt up straight, kicking his leg out to the side and catching the knife-wielder right in the face. The man cursed and staggered back, before Wingfoot landed and grabbed the swinging chain, suddenly tugging at it and pulling its owner forward. Wingfoot dropped into a roll and fell back, extending the chain in front of the biker with the knuckles, tripping him and causing him to fall flat on his face.

The knife-wielder came at him again, before Wingfoot chopped him in the throat and grabbed his knife. Wingfoot threw the blade at the chain-wielder, who dodged and tripped over his buddy, still sprawled on the ground. Wingfoot kicked the man with the knuckles in the head, knocking him senseless, before he stomped the man with the chain in the solar plexus.

The fourth man had stood back, his eyes narrowed, as Wingfoot pummeled his buddies. He scowled and whipped out a pistol. Wingfoot turned around and suddenly saw it aimed directly at his head.

"Kiss your feathered ass goodbye, squaw," the man threatened, as he cocked the gun. There was no way Wingfoot could dodge the bullet-he was dead for sure.

A streak of purplish-violet energy came out of nowhere, striking the gun and sealing its chamber shut. Startled, the gunman pulled the trigger, only to see the gun explode in his hands. Howling in pain, the man staggered, and Wingfoot was suddenly astonished to see a tall….man?...in blue and purple drop from the sky, before punching the startled thug out. The green-skinned man in blue turned around and looked at Wingfoot.

"_Are you alright?" _he asked in a strange, otherworldly voice.

"Yeah, pretty much," Wingfoot answered dryly, looking at the unconscious men around him. "You're a new one, I'm sure."

The green-skinned man looked back in confusion.

_"What…do you mean?" _

"You're a superhero, I take it," Wingfoot answered. "I've dealt with a lot of you guys before. What's your name?"

_"You could not pronounce it properly," _the green-skinned man answered. _"Suffice to say that my name is…Sleepwalker." _

They suddenly heard sirens in the distance.

"Sounds like that exploding gun got somebody's attention," Wingfoot noted. "We should beat it before they arrive."

_"Why?" _Sleepwalker asked. _"Shouldn't we stay and talk to them?" _

"You're not Spider-Man," Wingfoot pointed out. "I doubt they'll take either of us seriously. And as for me…" he let the words hang.

"_Then I shall bind these miscreants so they cannot escape," _Sleepwalker answered, picking up the wounded and unconscious men and dragging them into a pile, before picking up the chain. Strange purple beams emanated from his eyes, warping the chain and looping it around the bikers, binding them as the two end links were joined together by Sleepwalker's vision.

"_I must go," _Sleepwalker finished, as he prepared to set out again, his shoulders slumped.

Duty was always a pressing thing.

"Hold on!" Wingfoot called to him.

Sleepwalker turned around.

"You look like you could use a break," Wingfoot said to him. The lines on Sleepwalker's face were deep and obvious. "Want to come back to my place?"

Sleepwalker looked doubtfully at Wingfoot.

_"You…do realize who I am, right?"_

"Trust me, buddy. I'm used to strange stuff," he laughed. "Come on, my place isn't too far from here." Inviting a superhero for a drink might have been strange for anyone else, but to a man who had dealt with superheroes before, it was par for the course.

Sleepwalker contemplated for a moment, and then nodded. He seemed almost relieved.

* * *

New York City was one of the business and commercial capitals of the world. It was home to the head offices of some of the world's most powerful corporations, including the Roxxon Oil Company, a conglomerate so large it dwarfed even titans such as Osborn Industries, Stark Enterprises, and Richmond Industries.

Wilson Fisk, the company's president, CEO, and executive chairman, was working late tonight. He was known as "The Fat Man" to his many enemies, critics and detractors, who often caricatured him as a bloated pig feeding off the resources and labor of the poor. And indeed, he was massive-Fisk was totally bald, over seven feet tall and weighing nearly five hundred pounds. However, very few of his foes would ever dare to insult him to his face.

If they ever did, they would have found out-the hard way-that very little of Fisk's bulk was actually fat, when it was really pure, solid muscle.

Even this physical power was nothing compared to Fisk's colossal strength as a businessman, strategist, and financier. For not only did Fisk rule one of the most powerful companies on Earth with an iron fist, he was also the Kingpin of the New York crime scene, one of the most lucrative criminal areas in all the world. No other mob or crime boss did business in his territory without paying him very dearly for the privilege.

Crime was Fisk's first love, although Roxxon had proved invaluable as a way to launder his ill-gotten wealth and provide a front to the world, from the general public to the various world governments and even agencies like the FBI, S.H.I.E.L.D, and Interpol, as a legitimate businessman. Only a few very close confidantes knew that Fisk was the Kingpin-he found that cultivating an aura of mystery did much to inspire the many criminals and murderers who toiled in his empire.

Their own imaginations made him more powerful and inspiring to them than any speech ever could.

Nonetheless, there were times when Fisk was willing to engage a situation personally, such as with the gentleman he had arranged to meet tonight.

A tall, thin man appeared in the doorway of Fisk's lavishly decorated office, dressed all in black from head to toe. All that distinguished him were the gleaming black bands on his wrists.

"Mr. Fisk, I presume?" the man asked in a hollow, tinny voice, slowly striding into the room.

"Ah, Hellrazor," Fisk acknowledged his guest with a smile. "Just at the precise time I was expecting you! I am most impressed. Punctuality is always a desirable trait in my…'employees'," the crime boss smiled, lighting a rich Havana cigar.

"Particularly, I suppose, when they are super-powered assassins," Hellrazor said calmly, striding into the room.

* * *

It was no great matter for Wingfoot to return to his hotel room, and then go up to the roof, where Sleepwalker joined him, levitating stealthily to the top, staying well out of sight of peoples' windows. Wingfoot opened up a Coors, before tossing one to Sleepwalker.

Sleepwalker looked at the bottle doubtfully.

"Come on, take the mask off," Wyatt invited. "It's no big deal."

_"It is not a mask," _Sleepwalker answered, as he drank the beer. Recoiling in disgust at the taste, he spat it on the ground, causing the bottle to smash as it hit the pavement.

_"I can never understand how humans can drink these liquids," _Sleepwalker muttered as Wingfoot looked at him askance.

"…Humans?" a bemused Wingfoot asked, sipping at his own beer. "Who are you, then? Where are you from?"

Sleepwalker looked away. His eyes narrowed and he gazed over the skyline, a deep frown crossing his face. He leaned back against the heating vents and sighed, unable to reply.

_"I…would rather not say," _he asked.

"Why not?" Wingfoot asked. "You ashamed of it?" He could understand that.

Sleepwalker shook his head.

_"I…would rather not talk about it…" _he said, an edge in his voice.

"You think I'll think you're crazy?" Wingfoot asked. "Like I said, I'm used to really weird stuff."

It wasn't quite right; Sleepwalker said nothing.

"Fair enough," Wyatt answered. Whatever it was that bothered the alien, Wingfoot knew better than to pry.

_"Suffice it to say that my world has changed dramatically, and that I am still dealing with the adjustment," _he replied, still gazing over the skyline.

"Yeah, I know what that's like," Wingfoot answered. "You try growing up Native in this country…"

Sleepwalker turned back curiously.

_"But…you're human. This is your world, is it not?" _he asked, his expression going from tense to curious.

"Sometimes I wonder," Wingfoot answered. "I'm part of one of the First Nations that make up part of the United States. We were here before the white folks came, and then they took over most of the land. Royally screwed my own people over, and we're still trying to deal with the fallout. It's not the world I used to know, buddy. Everything's changed…I know how things work nowadays, but it's still a bitch to understand and get around in sometimes."

Sleepwalker nodded solemnly.

"_I've seen the way the human world works through its dreams,"_ Sleepwalker replied. _"I still don't understand humans either. Greed, lust, hate, violence…it never seems to end." _He gazed back up at the stars.

"But hey, there's friendship, love, all that stuff. Helps you keep up the struggle. You give up, you let the other guy win," Wingfoot finished, talking to himself as much as Sleepwalker.

_"I know exactly how you feel," _Sleepwalker answered, patting his shoulder in sympathy. _"I do not know why it had to be me," _he continued, anger seeping into his own voice. _"Cobweb's… how could I have been so stupid? Now I am trapped, and I can't even get back to..." _He was glad his race didn't sleep-every time he closed his eyes, he saw other Sleepwalkers being torn apart by Cobweb. "_There's no one to…"_

"Whoa, man," Wingfoot finished. "What are you talking about?"

_"I just want to go-" _Sleepwalker cut himself off, catching himself just in time. He quickly changed the subject. _"You mentioned friendship. Who are you talking about? The Europeans?"_

"Along with anyone else who helps me out," Wingfoot answered calmly.

_"But didn't they-" _Sleepwalker began.

"Some of them did. Some of them still do. Hell, my people still have to put up with a hell of a lot of bullshit, even today. But sometimes I wonder about the white folks. They're nowhere near coming to terms with all this. I mean, my people are dealing with it, but what about them?"

_"What about them?" _Sleepwalker asked, genuinely curious.

"A few white folks I've talked to wonder if they can even feel and love for their heritage. For me, my pride in who I am, all that stuff, it's helped me pull through everything. And I suppose you could make white people feel ashamed of their roots. You could say they're in for some big comeuppance. But what good would that do? It's the same nineteenth century bullshit all over again. Now you just reverse the roles. We were supposed to be doomed to disappear. Didn't turn out that way, you know."

Sleepwalker was unsure of what to reply.

* * *

Hellrazor came to a stop before Fisk's desk, staring silently at his employer.

"I understand that you specialize in the assassination of superhumans," Fisk answered. "And just what abilities do you possess to justify such a reputation?"

In response, Hellrazor simply flicked his wrists. From each of his wristbands emerged a three-foot long blade, which he raised before charging at Fisk, ready to gut the Kingpin like a stuck pig.

Alarmed, Fisk suddenly triggered a booby-trap he had had set up in his office to deal with anyone, super-powered or not, who would pose a threat to him. Hellrazor was suddenly surrounded on all four sides by walls of vibranium, the super-hard metal known for being able to totally absorb sound, that rose up from the floor. The assassin was instantly subjected to a wave of high-powered sonic vibrations that echoed throughout the vibranium cage, enough to shatter the bones and liquefy the insides of anyone caught in the trap, but that were absorbed by the vibranium, leaving Fisk completely unharmed on the outside.

Fisk puffed away on his cigar, wondering if he had erred in choosing Hellrazor.

His doubts vanished as a blade suddenly cut through the vibranium wall, slashing a perfect vertical line, before Hellrazor's black fingers poked through and wrenched the vibranium walls apart, creating a portal for the assassin to exit the trap, completely unharmed.

"Most impressive!" Fisk applauded. "You are, then…"

"I can absorb energy," Hellrazor answered. "Any kind. Electrical, sonic, flame, kinetic…you name it. I absorb it, and I use it to increase my own strength and power."

"Enough to be able to be able to bend vibranium," the Kingpin observed calmly.

"Seventy-five tons, to be precise," Hellrazor answered. "And I can focus that extra strength and energy through my blades-they're an adamantium-titanium alloy designed for just that purpose. I can also focus them to generate smaller blades, which I can use as missile weapons, with all the strength I have behind them."

"And so, you specialize in the assassination of superhumans, because you can absorb almost any kind of attack they can throw at you," the Kingpin noted.

"Exactly," Hellrazor answered. "I've killed everyone from the entire team of X-Statix to Wonder Man to Night Thrasher to Havok to the USAgent. I've even traded blows with the Incredible Hulk. Ended in a stalemate-all his punches and blows kept powering me up, and his anger made him heal too fast for me to cripple or kill him."

"That is quite a record," the Kingpin noted approvingly.

"Indeed," Hellrazor answered. "But I am curious as to why I was selected, out of the various other costumed assassins available for hire. There's Sabretooth…Deadpool…Boomerang…Typhoid Mary…Bullseye…Lady Deathstrike…the Scorpion…I am honored to be chosen, but I am curious as to why my competition was not considered."

"I have already employed Bullseye," the Kingpin answered, lighting a new cigar. "Suffice it to say that, while he is useful for attacking certain superheroes, he is much too chaotic and independent-minded for a delicate job such as the one I have engaged you for. Typhoid Mary, and even more so Deadpool, are far too, shall we say…**eccentric **for the task. The track records of Boomerang and the Scorpion are far too mediocre for my liking. Sabertooth is far too savage and unreliable, known for letting his bloodlust get the better of him. Lady Deathstrike, for her part, is similar; her own neuroses risk leading her to provoke confrontations with the superheroes that your target may associate with, as opposed to focussing on the target himself. It is of absolute necessity that you focus on the target above all else."

"I thnk I can do that," Hellrazor said calmly. "Mind explaining to me just who my target is, then?"

"Wyatt Wingfoot," the Kingpin answered calmly. "He and his grandfather Silent Fox have some…_assets_ that my legitimate oil company would greatly like to gain control of…"

* * *

"You're preaching to the crowd, believe me," Wingfoot laughed, reaching for another beer. "You know, I think we have a fair bit in common. We're both caught between two worlds, trying to deal with two sides at once. That's not always a bad thing, mind."

Sleepwalker then raised an eyebrow, and chuckled slightly. It was, to be sure, a rare moment. He was about to ask Wingfoot something else when the door to the roof was flung open, and another Native man strode out to join Sleepwalker and Wyatt. He was a foot and a half shorter than Wyatt, his frame bent with age and as craggy as an oak tree, but his eyes shone with alertness and wisdom and his iron-gray hair was thick and full. When he spoke, it was with a slightly thicker accent than Wyatt's.

"What the hell are you doing, Wyatt?" the old man asked grumpily. "First you go out without telling me, and now I find you hanging out here with one of your super-friends! Damn it all, boy, I didn't come to New York just to be cooped up in the damn hotel room the whole time we're here! Maybe I would have liked to see the stars from Central Park too! The least you could have done is shared your beer!"

Sleepwalker looked askance at the old man, as Wyatt winced from the old man's scolding.

"I'm sorry, grandfather," Wyatt said shamefully. "I thought you would have wanted to meditate, or-"

"I already did that just after dinner!" the old man chastised him. "I don't spend all my time in my ceremonies!"

"_Ceremonies?" _Sleepwalker asked in surprise.

"Come on, boy!" the old man snapped at Wyatt. "Aren't you going to even introduce me to this guy, whoever he is?"

"Forgive me," Wyatt said humbly. "Grandfather, this is a new superhero in New York. His name is Sleepwalker," the younger man said hastily. "Sleepwalker, this is Silent Fox, my grandfather and chief of the Keemwazi Nation of Oklahoma."

"Well…I have to say that is an unusual costume," Silent Fox chuckled as he shook Sleepwalker's hand in greeting. "How did you get the eyes to go like that, all multifaceted and glowing purple?"

"_I am not wearing a mask, if that is what you are wondering," _Sleepwalker said uncertainly. _"Your grandson made the same mistake." _

"Not a mask, eh? You a mutant, then? Don't worry if you are-we've been through enough racism to know better-" Silent Fox started, before Sleepwalker shook his head again.

"_I am…I am…" _he started, before falling silent.

"Don't worry, Sleepwalker," Wyatt said encouragingly. "My grandfather and I have seen all sorts of strange sights over the years. We've met the Fantastic Four, the X-Men, the She-Hulk…"

Sleepwalker looked at Wyatt and Silent Fox. They both smiled and nodded, even as the alien felt…relief?

_"I am not of this world," _he explained. _"You claim to be acquainted with the unusual…then allow me to tell you of the Mindscape…"_

Half in hope and half in dread, Sleepwalker told the two Keemwazi all about the Mindscape, its relation to the minds of the beings of this dimension, and the role of his race in protecting those minds. When he had finished, the two men sat in silence for a moment.

"That's nothing so unusual," Silent Fox finally said. "Many of the First Nations of Turtle Island-"

_"Turtle Island?" _Sleepwalker asked in confusion.

"It's what my people call this continent," Silent Fox explained. "North America is the name the white man gave it. As I was saying, many of our nations have our own rituals and ceremonies, for spiritual purposes. Sometimes, our minds and our spirits can travel very far, to many different places. This place you call the Mindscape may well be one of them."

_"Humans and other races of this dimension can directly access the Mindscape in many different ways," _Sleepwalker nodded. _"They may use technology, they may use mutant or other superhuman powers, or they may use special magic and rituals the way you do. I have seen many times when some of the kindly and benevolent species that inhabit the Mindscape will often temporarily bond with a mind that has specially prepared and attuned itself to do so. My race does not participate in such things, although I have seen it happen. Perhaps, then, some of the spiritual entities you interact with may come from the Mindscape?"_

"No doubt," Silent Fox agreed. "But not all the beings, of course-we travel to many different places, not just your home. I'd bet some of the malevolent entities we risk coming across come from the Mindscape too. But why are you here, if you live in the Mindscape?"

Sleepwalker frowned, and looked away.

_"It is not something I wish to discuss," _he said evasively. _"Suffice it to say that any information I were to give might endanger innocents who did nothing to deserve their fate." _

"Don't worry about it, then," Wyatt reassured him.

_"Why have you come to New York City?" _Sleepwalker asked. _"Your nation is based in Oklahoma, is it not?" _

Now it was Wyatt and Silent Fox's turn to frown and look away.

"We have…shall we say, a business deal to arrange," Wyatt sighed.

"And we're none too pleased about it," Silent Fox muttered.

_"Would there be any way I could help?" _Sleepwalker asked.

The two men shook their heads.

"Not unless you can somehow convince the Roxxon Oil Company that we're offering them a good deal," Wyatt said in some disgust.

Sleepwalker raised an eyebrow.

"Look, there's no harm in telling him," Silent Fox said to Wyatt, who merely shrugged and nodded.

"Our territory back in Oklahoma sits upon some of the largest and richest oil reserves in all the world," Silent Fox explained. "We're sitting on a massive fortune, one that could spell a very bright future for our people. But we lack the capital and technical know-how to develop it ourselves, and so we've been trying to find an oil company that would be willing to sign a partnership with us-sharing the profits in exchange for helping us develop them."

_"Then what is the problem?" _Sleepwalker asked.

"Most of the companies we've dealt with insisted we sign over the mineral rights to the oil before they start work," Wyatt said, an edge of anger in his voice. "They don't understand that we can't do that-the oil was a gift to us from Tomazooma, our creator-god, to provide for our future generations. We can't just give it away!"

_"Then how will you develop it?" _Sleepwalker asked.

"We have some basic conditions," Wyatt answered. "The company builds the refinery and other facilities on our territory, and gives jobs to our people first and foremost. No bringing in guys from elsewhere to do the work. They also have to follow our environmental laws, and pay royalties to us. Finally, title for the oil remains with us. In return, they would get full reimbursement of all their operating and construction costs from the money we'd be making on oil sales, plus a healthy stake in the profits we'd get from selling."

"It'd be worth about twelve million dollars a month, or almost $100 million a year, even with the conditions we set out," Silent Fox said grimly. "But no, companies like Osborn Industries and Hammer Industries insist on buying the land outright, and just paying us a one-time fee for all the oil rights. And the reason they do that, of course, is so they can keep all the profits for themselves," the old man said in disgust.

"Norman Osborn has four houses in the U.S., three more in Europe…Justin Hammer has villas in South Africa, Brazil, an old European castle in Germany, a retreat in the Cayman Islands…what could a man possibly need with more than one house, anyway?"

_"Is that, then, why you have come to New York? To seek out a new partner?" _Sleepwalker asked, slightly confused.

"We're here to deal with the Roxxon Oil Company," Wyatt said. "We've been meeting with Wilson Fisk to try and work something out with him, but so far he's been the same as everyone else. There are other companies we might try for, like Worthington Industries or Richmond Industries, but they're too small to compete with Roxxon. Fisk has been cutting out his competition-he wants our oil bad-and we don't have any choice but to try and deal with him."

_"But you are offering him a deal that would make his company a great deal of money," _Sleepwalker said in amazement. _"Why then, would he not accept it?" _

"Because," Wyatt said with contempt, "it just isn't enough."

* * *

"You see, my good Hellrazor," the Kingpin said calmly. "I want it all. I did not get to where I am by restraint or honest and legitimate practices. Such things are for those who think too small, and let their heads become weakened by their hearts. I believe, rather, that if I can take something, then it is mine by right. That is something I find most admirable about nature-if you are not strong enough to survive on your own, you will starve. By the same token, if the weaker members of the species will not consent to what the strong desire, I have no compunctions about leaving them to perish."

"Okay, if you say so," Hellrazor answered, raising an eyebrow. "And let me guess-this Wingfoot fellow and his grandpa won't do what you want? That's where I come in, I take it."

"Precisely so," the Kingpin nodded. "As the tribe's rightful chiefs, Wingfoot and Silent Fox possess the greatest amount of power and respect on the Keemwazi council, and they have so far blocked my overtures to buy the Keemwazi nation out. Wingfoot's cousin, a man by the name of Samuel Ranark, would be next in line according to the Keemwazi's political system, and would take up the mantle as chief. He and I have already made a side agreement-if he were to become chief, he would sign over the Keemwazi mineral rights, in return for which I would give him a prominent position within Roxxon. 'Money makes the world go round,' as I am sure you know," the crime boss finished.

"So then, I take care of Wingfoot and his old man, and you get control of the mineral rights?" Hellrazor asked.

"This must be done very carefully," the Kingpin insisted, putting out his cigar. "Wingfoot has many friends in the superhero community, most notably among the Fantastic Four. Hence one of the reasons I have chosen you-you will be able to absorb almost any attack Wingfoot's erstwhile allies can throw at you, should worst come to worst."

Hellrazor nodded.

"Further, it is important that my assassin remain cool and focussed, able to strike at the right moment and exercise discipline. Hence why I have eliminated Lady Deathstrike or Bullseye from my consideration-they would relish the opportunity to battle a super-powered individual, and bring a greater risk to the exposure of my plan. Should that happen, and it is known Ranark is in my pocket, the Keemwazi will pass him over for the role of chief in favor of the next candidate! As it stands, my plan may arouse some suspicion, but nothing that could be grounds for accusation," the Kingpin insisted.

"That's not a problem," Hellrazor answered. "So, where do I sign?"

"Oh, you do not sign anything with me!" the Kingpin smiled. "I prefer to avoid leaving a paper trail whenever possible-you realize, of course, that this is the first time I have had contact with you-we have never contacted by telephone or computer. I leave such communications to my minions, and then intervene personally if there is a need."

The Kingpin pressed a button on his desk, sounding a buzzer. A far door opened, and in stepped a young man in his early thirties, with light brown hair and a tanned face, dressed in a smart Armani suit. When he spoke, it was with a thick Conneticut accent.

"What did I tell you, Mr. Fisk?" the young man asked with a winning smile. "Is he perfect, or what?"

Carlton Beatrice, a rising star in Roxxon, had been ordered by Fisk to find a suitable assassin to dispose of Wingfoot and Silent Fox. Beatrice had eventually solicited Hellrazor to do the job.

"Come with me, Mr. Hellrazor," Beatrice said ingratiatingly. "You and I will work out all the details."

(_**Next Issue:**_ Sleepwalker is caught in a desperate battle to protect his new friends when Hellrazor strikes. At the same time, Wyatt Wingfoot begins a dangerous game of his own to find out who has sent the deadly assassin! All this and more in _Sleepwalker #15: Razor Sharp!_)


	16. Razor Sharp

_"This is Roxxon's standard policy," Wilson Fisk said politely but firmly to the two men seated across the table from him. "Full purchase of the underground mineral rights, for a one-time settlement. Did Mr. Beatrice not make that clear to you, Mr. Wingfoot, Mr. Fox?"_

_Neither Wyatt Wingfoot nor Silent Fox felt entirely at ease in the fancy, upscale restaurant where Fisk had invited them to discuss the development of the Keemwazi oil reserves. Fisk, for his part, calmly sipped at a glass of port, and remained perfectly calm, seated in his chair. He was quite comfortable in the expensive, high-class establishment. _

_Of course, part of that came from the fact that he owned the restaurant. _

_He liked coming here to discuss matters of interest-whether it was with politicians, business rivals, or potential clients like these. _

_It was always better to let these people, his guests, know where they stood, surrounded by the wealth and luxury Fisk had acquired for himself. _

_The two Keemwazi looked at each other, each knowing what the other was thinking. _

Carlton Beatrice recalled the luncheon he had attended with Fisk earlier that day. Wingfoot, and even moreso his old fossil of a grandfather, Silent Fox, had not budged an inch from their original position; Roxxon would have to license the mineral rights from them, employ local Keemwazi as workers, and split the profits with the First Nation, who kept title to the land.

The energetic young trader could admire such gumption-that kind of spine could have taken Wingfoot and Silent Fox a long way on Wall Street.

It was just such a pity they insisted on wasting their talents in running the Keemwazi Nation, building schools, roads and all that.

_Honestly, where's the money in that? _Beatrice wondered.

Their niceness was what was holding them back. Fortunately, Beatrice had no such scruples-he had done all the legwork for Fisk, had made all the arrangements, met with Hellrazor and settled on him as the assassin.

He opened his private e-mail account and glanced over the message from Hellrazor:

_Wingfoot going out tonight. _

_Will take care of Old Man tonight. _

_Wingfoot will follow at a later time. _

_-H. _

Beatrice grinned widely.

He could almost taste the promotions he was sure to receive.

Even moreso the profits.

* * *

SLEEPWALKER #15

"RAZOR SHARP"

* * *

Rick flung open the door to his apartment, coming home from class. Julia had seen that he had something on his mind, and asked if he wanted to talk about it, but Rick answered that he needed time to think on his own.

Sitting down in an easy chair, Rick began to do just that.

In his mind's eye, he could see the wounded look on Julia's face, that began to soften for some reason as she seemed to realize something. Julia…Rick…Kenny…Peter and Gwen…Cyrus…and…Alyssa. He had hurt them all in one way or another since Sleepwalker had become trapped in his mind.

And now his parents. They were coming in only four days, and Rick still didn't know what he was going to tell them. How would they react? What would they say?

Rick just didn't know.

And now, images of Cobweb began to appear in his mind. The demon was not attacking Rick's mind-Sleepwalker would have told him if it was-so why was he thinking of the monster?

No, it was not Cobweb he was really thinking of. It was Sleepwalker's battle with the creature, and what Rick had said...

_Rick suddenly understood. _

_"Terren'sk!" he shouted urgently. _

_Terren'sk made no reply either mentally or physically. _

_**"Terren'sk!" **Rick shouted again. _

_The Sleepwalker shuddered, seeming to register the pain of his wounds for the first time, just barely deflecting Cobweb's next attack with his mindrake. _

_Rick! What are you doing? Terren'sk thought urgently. _

_"This is just what he wants!" Rick called out to Terren'sk urgently. "You're playing right into his hands!" _

_Don't…interrupt…lies…Terren'sk thought confusedly. _

_"Dammit, it's not a lie and you know it! He's just trying to make you angry, make you forget yourself! Cobweb's illusions are just making you act the way he wants! He knows about your guilt, your loneliness, all that stuff! You can't fight back if you don't think straight!" _

_You think you know him? Terren'sk thought back urgently, but less angrily this time. _

_"You're damn right!" Rick shouted to him. "The shit he creates, he feeds off it, makes it take on a life of its own! You know that as well as anyone!" _

_Terren'sk suddenly whirled around and caught Cobweb full on with his warp beams, causing the monster to scream in pain. _

_"You want to beat him?" Rick called out. "Break the cycle! That's the way to do it!" _

_I…have beaten him many times before, Terrren'sk thought. Why should now be any different? _

_"This time it's different because he caught **you** in the cycle!" Rick shouted. "You've been through my thoughts? Now I've been through yours! I know how you feel, but you're not alone! I'm here with you! Don't let this bastard win! You know how he plays the game!" _

_Terren'sk finally slashed through the maze of tendrils and illusions with his mindrake. He banished the illusions from his sight, and focused dead on Cobweb. The horrified demon suddenly conjured more illusions, but Terren'sk blasted them all with his warp vision. He finally charged Cobweb, slashing him with cool, calm precision as Cobweb cried in pain. The demon suddenly recoiled and tried to flee as Terren'sk caught up to him, slashing off a large part of the demon's body and hacking away mercilessly until it came loose. _

_His Imaginator. _

The cycle…that was what it was.

Cobweb's actions created not only hatred and a desire for revenge, but also shame and loneliness.

_I lashed out at them, _Rick realized. _Then they began to react the same way to me…it returns to me…there has to…_

Rick's eys suddenly flashed. He knew what he had to do.

_Sleepwalker…I can't keep it in anymore, _he silently thought to the alien in his mind. _I have to tell them about you…about us. Unless we break the cycle, nothing will change. I'll…talk to them, make them understand. They just want to help me…help us, _he corrected himself. _If you can't return to the Mindscape, then you and I are…well…I'll be damned if I leave you hanging. _

* * *

Wyatt took the elevator to the top floor of Four Freedoms Plaza that evening, his face set with a grim look. Silent Fox had remained back at the hotel, claiming he needed to get to sleep early for their next meeting with Fisk and Beatrice tommorow. Wyatt Wingfoot had other ideas, however. He had other things he needed to confirm.

And other suspicions.

The massive, orange rock-skinned man who greeted Wingfoot at the door to the top-floor laboratory was, of course, none other than Benjamin J. Grimm, also known as the phenomenally strong and durable Thing of the Fantastic Four. Grimm, along with his fellow teammates, was one of Wyatt's closest friends, and had already helped defend the Keemwazi from the corrupt businessman Corneilius Van Lunt, who had once before schemed to seize the Keemwazi land and its vast oil riches.

"Wyatt!" Ben greeted the Keemwazi with a smile, before he noticed the Native man's grim face. "Long time no see, kid! How's Silent Fox holdin' up?"

"Very well, thank you," Wingfoot sighed. "He's as full of energy as he always. His rheumatism is a little better now-the exercise equipment Reed gave him has proven most helpful. Where are the others?"

"Sue, Johnny and Stretcho r'out on some recon mission," Ben answered, shrugging his colossal shoulders. "Chances are it's somethin' to do with that damned Puppet Master again. I reckon they'll be callin' soon-wouldn't be surprised if Puppet Master got some big lunk like Juggernaut or Rhino under his control, and the others need me to bail their hides out, as usual," the Thing said half-humorously. "What're you doin' coming all the way ta New York?"

"I need to borrow one of Reed's computers," Wyatt said slowly. "There's…" something I need to check." He explained to Ben at length about Roxxon and the Keemwazi's prospective oil deal with them.

"Wilson Fisk?" Ben asked with a scowl. "That fat tub of lard is bad news. My Aunt Petunia saw him at some fancy-schmancy charity thing once for her hospital, and he gave her the willies. Aunty Petunia's a real good judge o'character. She convinced me to ease off on Match-head back in the day. Whaddaya wanna do with Stretch's machines?"

"I want to use the one that does all the rapid multimedia searches," Wyatt replied. "Online newspaper and magazine collections, TV broadcasts, anything and everything that's digitally and publicly released around the world. I want to see what Roxxon and Fisk have been saying about any impending deal with my peoples' oil…"

"Follow me," Ben gestured, leading Wyatt through a maze of rooms filled with Reed Richards' incredible technological creations, from time sleds to Turino XL computers. He finally stopped before one large monitor set into the wall, with a control panel beneath it that looked like something out of a nuclear command module.

"So what terms you wantin' me to look for?" Ben asked, booting the computer up and activating its media search function.

"'Roxxon', 'Keemwazi', 'Fisk', and 'Ranark'," Wyatt said, as Ben tapped away at the control panel, which was specially reinforced to handle his massive fingers. The Thing suddenly paused for a moment, and looked over his shoulder at Wyatt.

"Ranark?" Ben asked in confusion. "Ain't that your cousin?"

"Sometimes I wonder," Wyatt answered grimly. "But yeah, he's my uncle's son," he finished as Ben entered the search function.

Thirty seconds later, the computer returned several dozen articles and reports from prominent business magazines, television shows, and websites.

Wyatt spent almost an hour and a half sifting through every one, printing some of the reports out and saving

_"I am indeed excited to be implementing such a partnership with the Keemwazi," _Fisk said on television, an ingratiating smile on his face. _"Roxxon looks forward to working with the Keemwazi towards a very bright and prosperous…" _

Wyatt's eyes narrowed.

_This is a fortuitous day for the Keemwazi, _Ranark wrote in a guest op-ed column for _Forbes Magazine. We will be free and independent, and be able to…_

Wyatt couldn't help but notice that Ranark made absolutely no mention of the Keemwazi having to sell their land and all its mineral rights for a one-time deal.

"Ain't that what Cornelius Van Lunt tried to do?" Ben asked, standing behind Wyatt and reading the article for himself.

"Yeah," Wingfoot said slowly. "And when we wouldn't sell, he hired the Serpent Society to get rid of us. Good thing you and the rest of the Four were there to-"

Wyatt suddenly froze, his blood running cold.

"Whatsa matter?" Ben asked, the ugly realization slowly dawning on him as well.

The Keemwazi man ran off like a bat out of hell, the Thing right behind him.

* * *

Silent Fox's eyes sprang open, his reflexes on the alert, as he snapped out of his meditations. He slowly got up and walked to the door, hearing the gentle knock. Suspiciously, he opened the door-Wyatt had said he was going to be going out for a while, and Silent Fox hadn't ordered anything from the hotel staff-and his eyebrows shot up in surprise as he saw Sleepwalker standing there at the door.

_"Am I disturbing you?" _Sleepwalker asked slowly and hesitantly.

"Of course not!" Silent Fox, as he hastily led the guardian of the Mindscape into his room. "But how'd you come up here, like that? Didn't the guests-"

_"I warped a small eyesight in the outside wall of the hotel with my warp vision," _Sleepwalker explained, _"to see when I could come into the hallway and into your room without disturbing anyone. I then widened a portal and entered, sealiing it behind me upon my entrance." _

"If you say so," shrugged Silent Fox. "But what are you doing here?"

_"The person…who am I linked to, and who allows me to manifest in your dimension," _Sleepwalker said, choosing his words carefully, _"is soon to tell his parents about my presence. He cannot bear the strain much longer-his mind and soul are very full of tension-and I am at a loss as to what to do. I cannot return to the Mindscape, and yet I fear, as does my host, the reactions I will elicit when I appear. It is for that reason he has not told his parents until now-but he still feels the fear-it is why he does not tell his friends. I seek your advice, as I do not know who else I may turn to," _the alien finished, shaking his head as if trying to understand himself.

"Let me guess," Silent Fox said slowly. "You've fought a fair number of the costumed villains that this city seems to attract like flies, haven't you?"

Sleepwalker nodded.

"You knew what to do then, in battling them, did you not?" the elder continued.

_"Most certainly," _Sleepwalker answered. _"But now I do not know what to do, I am-" _

"-confused, ashamed, unsure of what to feel or what to do," Silent Fox finished gently. "You're not the only one to feel this way, my friend-your human host, the one you are bonded to, feels this way too, I am certain. It comes from fear, from uncertainty-enemies that do not wear costumes and that inflict far greater harm and grief than any costumed villain ever will."

_"But what I am I to do? What is my host to do? When his friends or family react the way they almost certainly will,what will happen? Such knowledge is not easily dismissed or forgotten-how will they be able to ever look at him the same way again?" _Sleepwalker persisted.

He shuddered as as image of Julia looking into Rick's eyes passed through his mind.

"But did you not ask yourself these things when you first became bonded to your host? How could you and he live, knowing what has happened? How were you able to carry on?" Silent Fox asked him in reply.

_"We simply did," _Sleepwalker answered. _"There was nothing else he or I could do. I cannot simply remain in his mind-my duty is my life, and I could do nothing else but continue my battles in the human world, much as I did in the Mindscape," _

"And let me ask you this," the old man continued, his eyes twinkling. "How do you or your host **know **how his friends and family will react when they know of your bond, or do you simply assume the worst based on your fears?"

Sleepwalker was struck dumb. His shoulders, which had for the past few nights been bent and low, suddenly seemed to rise, as his eyes shimmered. A rare smile played around his face as he considered the old man's words.

A tapping sound at the window suddenly caught their attention, before it suddenly broke in a shattering of glass. A tall, thin, man strode into the room, dressed all in dull matt black, save for his sickly pale white face, framed by his raven-dark hair. His jet-black wristbands gleamed brightly, as did his oddly hooded, narrowed eyes, which flared in annoyance as he took in the scene of Sleepwalker sitting on one of the beds with Silent Fox.

Hellrazor noted the green-skinned being's stealth capabilities-he had not seen this one in his initial reconaissance. Impressive-and Hellrazor had slain Silhouette when he noticed the New Warrior attempting to shadow-melt him from behind.

_"What are you doing here?" _demanded Sleepwalker in a fury, recognizing the murderous look in the new arrival's eyes.

In response, Hellrazor flicked his wrists, causing the long three-foot blades to emerge.

"It should be obvious," he said coldly, focussing his powers as Sleepwalker charged. A series of small, chai-like razor blades emerged from his wrist-bands and flew at Silent Fox, who recoiled in horror.

Sleepwalker whirled around and raised the floor of the room with his warp beams, reinforcing it to absorb the blades before they hit Silent Fox. His split-second reaction saved the old man's life, but he was forced to rapdily expend more energy that he had expected to harden the floor enough so it would absorb the surprisingly powerful blades. Taking his eyes off Hellrazor cost him dearly, as the assassin slashed him viciously with one of his wrist-blades and backhanding him into the wall.

The searing pain was shocking, and the sheer impact of his hitting the wall was another. Sleepwalker, like all his race, was exceptionally durable and resistant to physical injury, but it was all he could do to hold back a scream as the hot agony of Hellrazor's blade burned him. The alien felt as if his insides were on fire, his lifeblood flowing freely down the front of his torso and legs as he struggled to his feet, Silent Fox ducking behind the bed.

Sleepwalker distracted Hellrazor by warping the ground beneath him, making it oily and slippery so the assassin briefly lost his balance. His heart pounding, Sleepwalker quickly flipped the bed up over Silent Fox as a protective barrier, warping it as much as he could to strengthen it from Hellrazor's attacks.

The villain was back on his feet in an instant, rushing Sleepwalker with his blades, sweeping them across and then slashing down when Sleepwalker ducked.

The alien rolled back and sprung to his feet, spinning on one foot and smashing Hellrazor the face with a vicious kick to the jaw. Hellrazor recoiled as he took the blow, and then grinned wickedly, charging into Sleepwalker and knocking the guardian of the Mindscape off-balance, before shortening his blades and gashing Sleepwalker across his left arm and right leg, and then slamming him into the wall with a sickening crunch.

Always keeping the same impassive, cold stare on his face, Hellrazor unleashed a series of blades from his wristbands, watching as they punched through the reinforced barrier Sleepwalker had tried to protect Silent Fox with.

By sheer, simple luck, the blades missed Silent Fox, concealed as he was behind the bed. Hellrazor had no time to curse, however, as Sleepwalker tripped him up by warping the floor, and then grappling with the assassin, plunging one of his blades into the hotel television set to electrocute him.

The energy flowed right up the blade and into Hellrazor, who shouted in a fury and sucked on the electrical energy for all it was worth, standing up as he shot a series of blades into Sleepwalker, who screamed in agony as the blades plunged deep into his flesh. Still drawing on the electrical energy with one of his blades, now glowing with an electrical aura, he tapped the staggered Sleepwalker with one of his blades, conducting the energy into his foe.

Sleepwalker's mind blurred from the pain and the shock, just barely managing to turn his head away as Hellrazor took another swipe at him with his blades. He didn't understand-nothing seemed to harm his enemy. In frustration, he turned his head and unleashed his warp beams at the wall, ready to bring the whole thing down on Hellrazor. As the masonry began to crash down on him, Hellrazor suddenly charged right into the path of Sleepwalker's warp vision.

**Right into the path of his warp vision. **

It did not even seem to faze Hellrazor as he absorbed Sleepwalker's warp beams. Plunging his blade into Sleepwalker's chest, he contemptuously flung the alien back into the room, where he crashed against the wall and slumped to the floor.

Hellrazor turned from him and began to focus on the bed that Sleepwalker had set up to protect Silent Fox. The old man had not moved, knowing there was no way he could get past fast enough to escape.

Behind Hellrazor, Sleepwalker staggered to his feet. He could feel at least two things broken inside, and was aware that he was bleeding internally at least as bad as he was on the outside, but he would be damned if he let anything happen to Silent Fox. Gathering his warp beams, he was going to do the only thing he could think of-warp and break Hellrazor's blades and wristbands, and then bind him with the bed, before taking Silent Fox and escaping.

His eyes gleamed as he prepared to strike.

* * *

A loud crashing suddenly snapped Rick awake, causing him to sleepily stumble to his window to see what was going on.

Just a damn fender-bender.

Grumbling, Rick moved to go back to bed.

* * *

Sleepwalker suddenly faded and vanished, his cry of protest and horror causing Hellrazor to spin around, unleashing another series of razor blades, before raising an eyebrow as they vanished through his foe's disappearing form.

Turning back to Silent Fox, he easily flipped the bed away with a crash, leaving Silent Fox completely alone and unprotected.

* * *

Wyatt and Ben knew they were too late when they saw the police and ambulance crews outside the hotel. Soon, only Ben's strong arm prevented Wyatt from completely collapsing as they saw what had happened to his grandfather.

He heard the voices of the police and ambulance crews, and the witnesses and passerby, but they were all a hollow echo in his ears.

His head spun and whirled, feeling as if it would explode and leave him to join his grandfather in Tomazooma's arms.

* * *

Despair, grief, confusion and rage almost suffocated Sleepwalker as he drew energy from the Mindscape to heal himself and replenish his energies.

Silent Fox had listened to him, had helped him where no one else could have.

And he had let that wonderful man be killed.

Nothing he did seemed to stop the remorseless Hellrazor. Electrocution, physical attacks, even a direct hit from Sleepwalker's warp vision did not seem to harm the killer.

In fact, they only seemed to make him stronger.

And now, Sleepwalker knew-**knew!**-that the monster was going to go after Wyatt next.

Sleepwalker also knew something else.

He would not fail Wyatt the way he had failed Silent Fox.

He would protect his friend.

Or die trying.

(_**Next Issue:**_ Sleepwalker races to stop Hellrazor as the killer sets his sights on Wyatt WIngfoot. But how can he defeat an enemy that cannot be physically harmed? And what will happen with Roxxon and the Keemwazi oil? All this and more in _Sleepwalker #16: Razor's Edge!_)


	17. Razor's Edge

_My name is Cecilia Perez. I'm thirty-eight years old, lived all my life in Harlem, New York. I have two sons and a daughter. I've been married for nineteen years, and I've worn a badge for seventeen. The first nine years as a cop were harsh, but nothing I didn't expect-it's not like I expected this job to be all cake and pie, after all. _

_Since then? _

_Well, pretty much everything changed in 1998, when that Reed Richards guy and his crew flew into outer space and came back with super-powers, like the kind you see in the comics. In the eight years since then, we've had actual, concrete proof that gods exist, and that aliens are real. We've also had humankind itself begin developing superhuman powers, whether through accidents of some sort or just being born with them. People who are just "born" with powers are called "mutants", or something like that. _

_And, since then, it's all been one giant costume party. _

_Literally. _

_Some of these super-powered nutcases, for whatever reason, dress up in all sorts of weird costumes, and commit crimes. Others dress up in all sorts of weird costumes and try to fight crime. _

_They all popped out of the woodwork, one by one, over the years-the Fantastic Four in 1998, the Hulk in 2001, Spider-Man in 2003, even that Captain America guy was discovered just last year, in 2005, after being frozen for over sixty years. And ever since, more and more super-powered weirdos, men and women, black and white, red and yellow, have been popping up all over the world. _

_And they've made their presence known-some masked and armored guy calling himself "Doctor Doom" made himself king and tyrant of Lativera with a speed Dick Cheney could only dream of. Some white-haired mutant called "Magneto" is urging mutants, most of which who've suffered the same kind of shit blacks have had to deal with for decades in this country, to stand up and resist, and a fair number are listening in. _

_How do I know all this when I'm just a beat cop from New York? _

_Because I'm part of the New York Police Department's Superhuman Activities Unit, which has to deal with all the messes these super-types cause when they slug it out. I have to know these things about superhumans, since I'm the one that deals with them. _

_I'm the one that reads the note saying _This electric menace unplugged, compliments of Your Friendly Neighborhood Spider-Man, _that I find pinned to the net of webbing that Electro is tied up in. I'm the one that officially arrests someone like Bullseye or Mr. Fear when Daredevil already did all the heavy lifting. I'm the one that puts the cuffs on Blizzard once Iron Man is done with him. _

_I don't really mind stuff like that. It makes for interesting stories to tell, and so I'm a hit at parties. People ask me if I could get them Spider-Man's autograph, or whether the Green Goblin has an official fan club, or whatever. I've even managed to get guys like Spider-Man and Daredevil to visit the kids down in Harlem-really brightens their day, but the one that stands out for them most is the Black Panther. When he tells them to stay in school, you know they listen. _

_Of course, that's the part of the job I like talking about. _

_Because it lets me cope with the hell of having to investigate scenes like this. _

The black police detective glanced around the hotel room and the grisly scene in the hotel room. The walls were smashed in, the TV broken with live wires, the beds turned upside down, and blood was everywhere. The CSIs had catalogued and investigated the scene, but it didn't take forensics to see that there had been another superhuman in here. It was hard to tell which one, but apparently they had escaped alive, once that poor Silent Fox guy had met his end.

Detective Perez frowned grimly, carefully examining the razors that studded the wall, and the surprisingly dense and heavy bed. She also saw the torn open suitcase and the few dollar bills left behind.

Looked like a damn robbery, and it didn't look like either Silent Fox that grandson of his, Wyatt Wingfoot, were even that wealthy.

And yet, some criminal obviously went to a lot of trouble to track Silent Fox down, break into his hotel room, and murder him in horrific fashion for the money he had on him.

That was what infuriated Detective Perez about most supervillains.

The sheer lunacy of their crimes.

* * *

SLEEPWALKER #16

"RAZOR'S EDGE"

* * *

"Did your grandfather have much money on him in the hotel room?" Detective Perez asked Wyatt Wingfoot, who remained quiet, looking down at the floor as Ben Grimm kept a sympathetic hand on his shoulder.

"I don't know, maybe a few hundred dollars," Wingfoot answered slowly. "Grandfather didn't like all these fancy new gadgets-he just preferred to pay in cash."

"Any idea why he might have been singled out by a robber?" the detective inquired.

Wingfoot only shrugged.

"Maybe he saw Grandfather paying in cash somewhere, thought he was wealthy, and…"

"It looks like some other things were stolen too," Perez finished, leading Wingfoot and the Thing into the ravaged hotel room. "We've finished processing the room-we'll just need you to identify the missing items."

Numbly, the young Keemwazi man walked around the hotel room, shuddering as he saw the luggage torn open, while Ben looked at the blood patterns and the razors embedded in the wall. Wyatt cursed bitterly as he realized what the murderer had stolen.

"The Hand of the Creator," he told Perez. "It's a sacred artifact to my people-almost as if someone broke into a church and stole a holy cup, or something like that."

"Would it be worth a great deal?" Perez asked.

"Probably," Wyatt said grimly. "A lot of people would pay good money for it, even when they have no right to."

"We'll be in touch," Detective Perez told him. "Where will you be saying?"

"Four Freedoms Plaza," Ben answered for Wyatt. "You boys in blue have our number."

Leaving the hotel, Ben and Wyatt said the exact same thing to the media outside-that they would be staying at Four Freedoms Plaza. They then climbed into the Fantasti-Car, Ben driving in a seat especially designed to hold his massive bulk.

"Why didn't ya tell the cops that ye're thinkin' this Fisk guy sent an assassin after ya?" the Thing asked Wyatt.

"We don't have any proof Fisk is behind it," Wyatt answered. "If we were to make some sort of accusation, chances are he'd sue the Keemwazi for libel. And if he's innocent, there's no way we could negotiate a fair oil deal with him if we accused him of murder."

"Maybe it was just a robbery?" Ben wondered. "Think that some costumed nut mighta wanted to rob Silent Fox?"

"That's just what he wants the police to think-he had the assassin steal money to make it look like a random robbery and murder. I can't help but think that Fisk planned it-Grandfather and I come to New York to try to negotiate a better deal, and all of a sudden a supervillain attacks and Grandfather turns up dead," Wyatt answered grimly.

"Looks kinda fishy, don't it?" Ben furrowed his brow. "You come to New York, and all of a sudden you're both killed."

"It looks fishy, but not nearly as much as if he'd tried to kill us on the Keemwazi territory. If we're killed in New York, people will just think it was a random supervillain that robbed him. And besides, even if it does look suspicious, there's nothing to connect Fisk to the assassination attempt," Wyatt explained.

"But you can't head back to the Keemwazi territory yet, can you?" Ben said grimly.

Wyatt shook his head.

"The assassin stole the Hand of the Creator-a sacred holy object for my people. It'd be like if someone broke into your synagogue and stole its copy of the Torah," the Keemwazi answered, referring to Ben's Jewish faith. "I…have to get it back. I'll bet you anything that the assassin stole it, because he knew I'd have to stay in New York in find it, which means that I'll be a vulnerable target for him."

"That ain't gonna happen, kid. Not on my watch," Ben said determinedly. "But how the hell're we supposed to find this guy?"

"You remember how I said to all those reporters that I was coming back to Four Freedoms Plaza with you?" Wyatt answered. "I did that so a certain somebody would know how to find me. If my hunch is right, he'll be able to tell me what happened to Grandfather, and also tell us something about the assassin."

"If you say so," Ben replied. "And how're we supposed to locate 'im?"

"You won't need to worry," Wyatt said. "He'll come to us."

* * *

Rick exited his English class, breathing slowly as he looked at his latest quiz results. Sixty-seven percent was not great, but it was at least better than he had been getting lately. He had been working feverishly to catch up on his schoolwork, and at least he was no longer in danger of falling on academic probation, or so it seemed.

He spun around at a tap on the shoulder, seeing Alyssa smiling warmly at him.

It was perhaps the one mental image the booze never seemed to dull.

"You're looking better," she grinned.

"I…am," he said, the edges of his mouth curling up in a smile of his own.

"You still need to shave more often, though," she teased lightly.

"Yeah, I suppose. But you're going to be there on Sunday, right?" Rick asked.

"When your parents come in?" Alyssa asked rhetorically. "Of course I am! I wish Leah and Bobby were coming down too," she continued, referring to Rick's brother and sister. "You're hanging out with Cyrus on Saturday, right?"

"Yeah," Rick answered. "He said something about not being able to decide between _Neon Genesis Evangelion _or _Gundam Seed, _or something like that. All those giant-robot cartoons look the same to me. The only one I really know much about is _Transformers, _and that's only because Bobby is so obsessed with it."

"And they both wear the 'geek' label with pride," Alyssa chuckled.

"I suppose, yeah," Rick smiled.

"And…will you finally tell us what happened to you?"

They looked into each others' eyes for a moment.

And smiled.

Within Rick's mind, looking into Alyssa's eyes for himself, Sleepwalker took a deep breath and nodded solemnly to himself.

He tried to dismiss the images of Sv'ara that immediately came to mind.

* * *

That night, Sleepwalker emerged from Rick's apartment and took off into the night.

He did not notice Julia, standing on her balcony, watching him as he flew away.

She lowered her head in shame, before turning around and heading inside, going to sleep herself.

* * *

"So, you're this Sleepwalker fella, eh? Nice ta meetcha," the Thing said wryly, shaking Sleepwalker's hand with his own massive paw.

_"How did you know that I was the one who confronted the villain that murdered your grandfather?" _Sleepwalker asked Wyatt, as the three men sat in the Fantastic Four's living room.

"I noticed how you warped the couch," Wyatt answered. "I take it you made a barrier to protect him?"

_"Indeed," _Sleepwalker replied, deep sorrow crossing his face. _"I owe you my deepest apologies for my failure. I did not depart of my own accord. When my human host awoke, I was pulled back into his mind." _

"It wasn't your fault," Wingfoot said gently. "From the condition the hotel room was in, you put up a hell of a fight. I know you would have given your life for Grandfather's, if you had to."

"Whaddaya mean, your human host awoke?" Ben asked curiously.

Between them, Wyatt and Sleepwalker explained about the Mindscape and Sleepwalker's presence on Earth.

"Mindscape, huh? Stretcho's always lookin' for new dimensions and weird stuff like that. I think he said somethin' about one that linked all our brains, or whatever. And if ye're stuck here, I betcha Stretcho might be able to find a way to send ya back." Ben responded.

_"Indeed, I was on my way here to request your assistance, before a bank robbery by one of New York's costumed villains diverted my attention," _Sleepwalker explained. _"But that is not important at the moment-I must explain to you the villain's abilities, if we are to adequately confront him." _

The alien explained everything he remembered about Hellrazor's powers, including his ability to take almost any form of energy and use it to increase his own strength.

_"…it all but makes him immune to physical harm," _Sleepwalker concluded. _"I am at a loss as to how to confront him." _

Ben got a strange look on his face, as if struggling to remember something. He got up and walked out, telling Wyatt and Sleepwalker to wait.

Several minutes later, Ben returned with several sheets of paper.

"What did you do?" Wingfoot asked the Thing.

"I just got off the horn with Susie and Stretcho," Ben answered. "I asked Reed whether he knew anythin' about somebody that can absorb energy, and he told me about some sorta 'Hellrazor Project."

"Say again?" Wyatt asked.

"I dunno if you know him, but there's this villain called the Wizard," Ben replied. "He's got a brain for science to rival Stretcho's, 'specially when it comes to physics and energy conversion. Used ta form part of this villain group called the Frightful Four, kind of a bad version of me, Susie, Reed, and Match-Head. Anyhoo, after we cleaned their clocks a few times, the Wizard's flunkies ditched him and he got a job with A.I.M., that group of science-geek terrorists. Looks like one of the projects the Wizard did for them was this cyborg-thing that was capable of absorbin' any kind of energy directed at it-kinetic, electric, flame, all that stuff-and use it to boost 'is own strength. Just the sorta thing the Wizard would know how to work."

_"So, is this A.I.M. involved as well?" _Sleepwalker asked.

"Dunno," Ben answered. "Could be that whoever they converted into this cyborg-thing became an assassin on 'is own, or maybe he's raisin' funds for A.I.M. Don't really matter right now, I think."

"No, it doesn't," Wyatt finally said after sitting in thought for a few moments. "Did Reed say anything else about how this 'Hellrazor' thing works?"

"I think 'e said somethin' about how Hellrazor has to expend 'is extra energy to power his blades and those razors he shoots. Sounds like there's still some parts of 'im that're human too," Ben finished.

"I have an idea," Wyatt said. "But I'll need your help-both of you-to do it. Are you with me?"

It was a rhetorical question, of course.

* * *

"He hasn't left Four Freedoms Plaza all day," Hellrazor said into his secured radio link. "You know he'll have the Thing guarding him day and night now."

_"So?" _he heard Carlton Beatrice answer on the other end of the line. _"You can take him. And you were kicking the ass of that Sleepwalker guy before he up and fled. Come on, where's your sense of initiative?" _Beatrice goaded him. _"Just think of what it'll do for your rep if you take out the Thing!" _

Hellrazor grimaced. He had proposed attacking Wyatt during the Keemwazi chief's next meeting with Fisk, to further strengthen the image of a robbery and reduce the chance of a superhero popping up to ruin everything, but Beatrice would have none of it, insisting that he didn't want to disrupt Fisk's routine. Beatrice had insisted it be done this evening, as it was likely Wingfoot would head back to Oklahoma before too long, giving them little opportunity to finish the contract.

The assassin waited for Wyatt and his bodyguards to leave Four Freedoms Plaza.

* * *

Hellrazor did not have long to wait, as Wyatt soon emerged, the Thing and Sleepwalker right behind him. Several passersby greeted the Thing and Sleepwalker as they walked by. The Keemwazi and his guards quickly made their way to one of the nearby forested parks, where there were fewer people on the cold November night.

None of them had Spider-Man's ability to psychically sense danger, but they were all skilled warriors, and their fighting senses were enough to react as the first barrage of razors slashed through the trees. Sleepwalker pulled away with amazing speed as Ben shielded Wyatt with his powerful, rocky body. Several blades thudded into the Thing's back, but the rocky orange hero gritted his teeth and endured the pain as he confronted Hellrazor, who charged forward.

Sleepwalker came at Hellrazor from behind, using his warp beams to disrupt the ground and trip Hellrazor up. The agile assassin had expected such a move, however, and he half-turned, firing several more razors from his right wristband. Sleepwalker dodged them quickly, briefly diverting Hellrazor's attention as the Thing grabbed the villain's left arm.

Hellrazor gritted his teeth and pulled back, almost equaling even the Thing's tremendous strength. His right blade whipped out, slashing Ben's arm and then cutting into his leg as the Thing stumbled forward, gashing him and forcing him to release the assassin. It cost him precious seconds, however, as Sleepwalker came in and tried to grapple him. This time, however, it was Hellrazor's left blade that tore into Sleepwalker's arms, forcing the guardian of the Mindscape to release him.

As the wounded heroes fell back, Hellrazor looked around in frustration for Wingfoot.

_Damn that Beatrice, _the murderer thought. _If he had just let me do my job-!_

Wingfoot had taken off, but it was easy enough to follow his footprints. Cursing, Hellrazor spun around and prepared to unleash a swarm of razors at the two superheroes, meaning to kill them before setting out after the Keemwazi.

He was suddenly constricted by the throat, as Sleepwalker warped several of the tree branches into vines to strangle Hellrazor. Shooting several razors at the alien, forcing him to dodge, Hellrazor cut himself free as he suddenly spotted Wingfoot coming back. Damn them-they were taunting him!

Hellrazor fired a storm of razors at Wyatt, who was suddenly swept out of the way by an air-warping Sleepwalker. The alien was forced to pause for a second, drained by the difficult task of warping the air. Hellrazor attacked again, but the Thing came forward, seemingly throwing a punch at the assassin.

Hellrazor stood ready to absorb it, but then the Thing pulled his punch short and grabbed at Hellrazor's arms. Hellrazor pulled back and slashed viciously at the Thing, who merely blocked the blows with his thick forearms. The blades raised small, shallow cuts on the Thing's arms, but they were becoming increasingly unable to penetrate the Thing's rocky hide.

Growling in anger, Hellrazor backflipped away from the Thing and raised his wristbands, preparing to fire his razors right into the Thing's eyes.

Sleepwalker suddenly flew in, ripping his cloak off his shoulders and warping it with his warp vision. The cloak snaked out faster than Hellrazor could react, covering his face and going up his nose and mouth.

In sudden horror, his breathing cut off by the warped cloth, Hellrazor raised his blades to cut the wretched thing free, but Sleepwalker finally got a clear shot to snap the blades in two with his warp vision. He tried to pull the cloth off his face with his bare hands, but the Thing suddenly came forward and grabbed him, pinning his hands to his body. With his strength reserves expended, Hellrazor could not hope to fight back against the Thing's incredible grip.

Gasping sounds erupted from Hellrazor's face, but Wyatt Wingfoot suddenly came up and yanked the cloth away, freeing up the villains nose and mouth before he smothered. Badly weakened from the choking, and unable to fight back against the Thing's grip, Hellrazor had no more fight left in him.

* * *

Later that night, Sleepwalker broke into Carlton Beatrice's office at Roxxon, quietly warping the window open, before stealing the Hand of the Creator and sealing the window shut behind him, finally returning to Four Freedoms Plaza.

* * *

"All's well that ends well, eh?" Ben asked Wyatt and Sleepwalker at Four Freedoms Plaza after the police took Hellrazor away.

"Not necessarily," Wyatt said grimly. "Even if we were able to convince him to tell us where to find the Hand of the Creator, and admit to the robbery, there's no way he would sell out Fisk or Beatrice."

_"That is all he will be punished for?" _Sleepwalker asked incredulously. _"And there is no way we can connect his crimes to the instigations of Wilson Fisk or Carlton Beatrice?" _

Wyatt laughed bitterly.

"You're obviously not from Earth," he said ironically. "Otherwise, you'd know just what kind of legal talent money can buy. Even if Hellrazor had given up Fisk and Beatrice, we still wouldn't have any evidence to prove it, and their lawyers would get the charges thrown out, since they'd just point out that Hellrazor's hardly a credible witness. Chances are they already erased and deleted any correspondence between them."

_"And just where is the justice in that?" _Sleepwalker said in amazement.

"Welcome to Earth," Wyatt sighed. "This isn't over, mind you-with Grandfather's death, I'll have an excuse to return to Oklahoma and take care of the funeral rites, and be confirmed as the new chief of the Keemwazi. I'll take back all these documents-" he indicated the material he had accumulated in his research on Reed's computers-"and that should give me some leverage against Ranark to try and break off the negotiations with Roxxon. That won't stop Fisk and Beatrice, or Ranark, from trying again, though."

_"I take it, then, that in this world there are some battles that cannot be won by superhuman powers alone?" _Sleepwalker asked.

"Like the kid said, welcome to Earth," Ben finished grimly.

* * *

"What the hell is he doing?" one of the Guardsmen asked the other as they heard the banging sound from the holding cell in the prison aircraft they were using to take Hellrazor to the Vault.

"He's slamming himself into the wall!" the other said in alarm. Horrified, he ran into the back, only to see the door kicked open and a flurry of razor blades pierce his armor, instantly slaying him. Hellrazor had managed to twist his arms around to cut through the special bindings the Guardsmen had used to bind him, using the stumps of his blades, finally breaking free and being able to use his superhuman powers again. Slamming himself against the wall to build energy, he finally broke free.

Hellrazor charged into the aircraft's cabin and decapitated the Guardsmen, before smashing through the front window and going into freefall.

Hitting the ground from six thousand feet up in the air would be a terrific impact.

Exactly what Hellrazor was counting on.

However, without his blades, he would not be able to complete the assignment to kill Wyatt Wingfoot…at least not yet.

* * *

The next day, Detective Perez considered the reports on the pieces of the bed she had taken back to the police lab to be analyzed. The bed had originally been warped into a super-strong barrier, but now it was back to normal.

Perez knew that Hellrazor could not have done that-and as far as she knew, there was only one superhero in New York who might have pulled it off.

She remembered Sleepwalker from when he had defeated the Chain Gang, and found herself increasingly fascinated by the strange being. In a city full of costumed heroes and villains, he seemed to stand out somehow.

Leaning back in her chair, she found herself wanting to know more about him.

* * *

"You may take it as a given that I am not pleased, Mr. Beatrice," Wilson Fisk said slowly, puffing away at his cigar. "Not only is Wyatt Wingfoot still alive, but his grandfather's death has given him the opportunity to leave New York and return for Silent Fox's funeral rites. Our negotiations have been broken, and I have not acquired title to the Keemwazi oil reserves!"

The Kingpin rarely, if ever, raised his voice. He found that his calm, slow, menacing tones were much more effective at creating the exact tone of fear, respect, and-above all else-**power **that he often invoked in the people he spoke to.

"Well…" Beatrice said nervously, sweat staining his armpits. "I-I can put out some more tenders, look into the Serpent Society, bring back Hellrazor and get his blades fixed, whatever you say! A-and look, I even got some information for you on this Sleepwalker character! I-I know you've…uh…'crossed paths' with guys like Spider-Man, the Punisher and Daredevil, so I thought you might like some background on this guy," he stammered, pushing a thick manila folder towards the Kingpin.

Opening it up, the Kingpin looked at the photo of Sleepwalker, taken by _Daily Bugle _photographer Eddie Brock, who was secretly on Fisk's payroll. Murder was in his eyes as he glared at the large, shiny photograph.

"It is entirely likely that I shall have to deal with this 'Sleepwalker' in the future," Fisk finally said. "You would do well to maintain information on him."

"Y-yes, Mr. Fisk," Beatrice answered, sighing in relief.

"All expenses, as well as those you may incur in finding a new assassin or in bringing back Hellrazor to deal with Wingfoot, will of course come out of your salary," the Kingpin continued in that calm, deadly manner he had honed to perfection.

"O…of course, sir," Beatrice sighed.

"There is one final thing you will do," the Kingpin instructed. "Give me your gold watch."

Beatrice glanced down at his wrist, wrapped in a fabulous solid gold Swiss watch, one of his favorite status symbols. It had cost him almost four thousand dollars, and it was one of his most cherished possessions.

He started to protest, until he saw the deadly look in the Kingpin's eyes. He shuddered as he took the watch off, handing it over to the Kingpin.

The Kingpin balled his hand into a fist, crushing the watch to pieces, before pouring the small, broken flecks of gold into Beatrice's hands.

"See that I am not disappointed again," the Kingpin said calmly.

Beatrice did the only thing he could do.

He gulped and nodded.

(_**Next Issue:**_ A new mob of supervillains is in New York: Clayface! Poison Ivy! Firefly! The Electrocutioner! But where did they come from? And why are they kidnapping Empire State University students, including Flash Thompson and Alyssa Conover? As Sleepwalker strives to rescue them, he is confronted with the true mastermind behind the abductions, and his insane plan! All this and more in _Sleepwalker #17: Alyssa in Wonderland!_)


	18. Alyssa in Wonderland

_"When one thinks," said Caderousse, letting his hand drop to the paper, "there is here wherewithal to kill a man more sure than if we had waited at the corner of a wood to assassinate him. I have always had more dread of a pen, a bottle of ink, and a sheet of paper, than of a sword or pistol."  
**-The Count of Monte Cristo**_

The king paused for a moment, before moving his rook ahead three places.

"Rook to F6," the king stated, as he removed his hand from his chess piece. "Check."

Garry Kasparov calmly moved his bishop one step back.

"Bishop to D3," Kasparov smiled. "Checkmate, my friend."

"My word…" the king laughed, sipping at his tea. "That's the third time you have beaten me. Tell me, what is your secret?"

"You were attacking a ghost, Master," Kasparov said calmly.

"I beg your pardon?" the king asked, raising an eyebrow.

"I made you think that my plan of attack was something other than what it was. I concealed my strategy as something else entirely, making you think that I was doing one thing when in truth it was merely a phantom strategy for something else," the Russian chessmaster stated, refilling his teacup and adding some milk before sipping it.

"How interesting," the king replied. "Perhaps this explains my previous defeat. My…'friends', such as they were, attacked too directly, too openly, and as such they were easy to track and defeat…What do you think of that?"

"I cannot say, Master," Kasparov answered truthfully. "I can only answer questions within my field of-"

"Yes, yes, I am well aware of that," the king answered, waving his hand dismissively. "Be gone, then. I shall be summoning you again-I so enjoy our matches."

Kasparov bowed, and soon disappeared.

"This will not do," the king murmured to himself, as his serving-girls came in to bring him more tea. "I grow weary of such loneliness," he sighed, "and would so desire to accomplish my twin goals-companionship and vengeance."

The king realized that, of course, he could have both at once.

Of course, he had this realm, this kingdom of his own creation. He had his minions at his beck and call, his servants, his "friends", all such things.

But he grew tired of them after a while.

Even so, they could prove ever so delightfully helpful in getting what he wanted.

Revenge-in bringing his "other" friends to join him in his kingdom.

Whether they liked it or not.

* * *

SLEEPWALKER #17

"ALYSSA IN WONDERLAND"

* * *

The elevator doors opened, and Rick Sheridan slowly emerged, a bemused half-smile on his face.

Cyrus O'Donnell and Red Ericsson were a strange pair-one was a scrawny, chubby, overweight anime geek, and the other was a tall, muscled, football player and military man. One was a classic nerd, the other was a classic jock.

And yet they were close friends, almost like brothers.

Up until about Grade 10 or so, Red had a standard bully along the lines of Flash Thompson, until Alyssa had agreed to date him if he would stop picking on Nelson Gruber and his other hapless victims. In those days, Flash Thompson was the same he as is now-the dimwitted, knuckle-dragging missing link who slept with the entire Midtown High cheerleading squad…beating on Nelson after he transferred for a disastrous six months from Red's high school to Flash's. Nelson soon disappeared after that, to be home-schooled by his family.

Red, however, had undergone a striking change. He had begun hanging out with Rick, Kenny, Alyssa and Julia more often, and had encouraged Cyrus to come back to them after he'd cut himself off from the group in junior high. Cyrus had used to be a perpetual bullying victim, until…

_Donnie slammed Cyrus up against the wall of lockers, before tossing him down to the floor. Everyone around laughed as Donnie picked Cyrus up again. _

_"Come on, piggy, squeal!" he teased. _

_The laughter continued, even as tears of frustration and anger appeared in Cyrus's eyes. _

_"You're a pussy, you know that?" Donnie heard a voice, taunting him from behind. _

_"The hell?" Donnie shouted in anger, spinning around and dropping Cyrus, who crawled away. Facing the bully was a very tall, very angry Red, his raven-black hair framing a set of dark, piercing eyes. _

_"Only a pussy picks on someone who can't fight back," Red snarled. "You too much of a chicken shit to take on someone who can deal with you?"_

_Enraged, Donnie charged at Red, who simply sidestepped his punch and grabbed Donnie by the collar, slamming him against the lockers before tossing him to the ground. _

_"Come on, piggy, squeal!" Red taunted, imitating Donnie's voice. _

_Red finally slammed Donnie against the lockers one more time, one hand gripping the bully's collar, and the other wrapped around his throat. _

_"How do you like it, huh?!?" Red shouted in the quivering bully's face. Everyone stood in stony silence, as Red shook Donnie violently, his facing becoming as crimson as his name, even as Donnie grew pale with fear. _

_"Yeah, not so tough now that you're the one who gets it? Too much of a wuss to stand up to me, you son of a bitch?"_

_Red finally slammed Donnie to the ground, before kicking him hard in the behind as he tried to get up, and finally spitting on the bully's prone form. _

_"I'm watching you," Red warned Donnie. "Each time you pull shit like this, my foot goes up your ass." _

_"And that goes for the rest of you!" Red shouted to everyone watching. "Anyone pulls any sort of hazing or froshing, there's gonna be hell to pay. That's not a threat, it's a fact." _

_Everyone just stared in shock, as Red helped the flustered Cyrus to his feet. _

Rick shook his head as he knocked on the door to Rick and Cyrus's apartment. He could never truly fathom why Red, who had used to be such a hard-hearted bully, all of a sudden became the terror of every bully at their high school.

Cyrus pulled the door open and greeted Rick with a half-smile, as he took the pizza from Rick's hands and ushered him in. His occasionally quivering voice, his short, portly frame, and his skinny limbs reminded some people of Porky Pig, as Kenny had once not-so-subtly pointed out. Even so, the thick glasses framed a pair of bright, inquisitive green eyes, sitting squarely in the middle of a wide smooth face. A devoted engineering student, Cyrus was never without his grease-stained plaid shirts and jeans, which made him look all the more like a devoted mechanic-something he took pride in.

"I thought you might not even show up," Cyrus said as his way of greeting Rick. "Not too busy sleeping this time, I guess?"

"Look, Cyrus, my parents are coming tomorrow," Rick sighed. "I just want to enjoy my Saturday with you. Is the pizza right?"

"Yeah, it's perfect," Cyrus answered, putting some of the pepperoni-and-tomato pizza and handing it to Rick before taking some for himself.

"Is Red around?" Rick asked, glancing into Red's room. It was the same as always-the posters of Vince Lombardi, Walter Camp and Knute Rockne on the wall alongside the bars sinister covering the images of Fidel Castro and Karl Marx, the weights in one corner, the large-screen TV and videotapes of classic football games, the large portrait of his father in Operation Desert Storm.

"No, he went to the movies with a date," Cyrus answered. "Probably won't be back before midnight, at the earliest. He went to see some crappy American movie-just his luck."

"So what are we watching?" Rick asked, somewhat pensively.

"_Neon Genesis Evangelion,_" Cyrus said proudly, holding up the DVD. "It's an anime masterpiece, one of the greatest modern works, right up there with Osamu Tezuka's-"

"Okay, okay, I get it," Rick interrupted hastily before Cyrus could continue. "So, what's the basic plot?"

* * *

In Rick's mind, Sleepwalker's own mind whirled with confusion as he tried to sort out all the bizarre concepts and plot twists Cyrus was using to describe the anime's plot. He also noticed that Rick was completely and utterly confused as well.

_I sometimes wonder why I even attempt to comprehend the ways of the human race, _the alien thought to himself. _I cannot fathom why they consider me to be so strange, when they themselves are the truly eccentric and unknowable creatures. _

* * *

Rick's head continued to spin as Cyrus dragged him over the computer and began typing away busily.

"," Cyrus explained as he hit the ENTER key. "Here's where we discuss, speculate, and ruminate on all the heroes and villains of the world."

"All this has to do with real heroes and villains?" Rick asked in surprise. "Like, Spider-Man, Doctor Octopus, Captain America?"

"Sure does," Cyrus nodded, clicking with his mouse on one webpage. "See this guy? He's a buddy of mine named Raimond. Completely obsessed with the White Rabbit."

"…Yikes," Rick said. "That kind of devotion can't be healthy."

"That's what I said," Cyrus answered. "Rai hasn't answered me yet on it, but if he wants to talk to me about it, he can mail me."

"What's this about "Superhero Speculations'?" Rick asked, pointing to another forum.

"Oh, that's where we try to speculate on what makes these heroes tick, and where they got their powers, things like that. Some of them are pretty clever…others are just stupid, like this one," Cyrus answered.

"Spider-Man gets his powers from a 'spider-totem' that chose him to bear its powers," Rick read. "That's got to be the stupidest idea I've ever heard."

"Yeah, that Joseph Michael guy who came up with it doesn't know what he's talking about. He also tried making up some story about how an 'Ancient' that feeds on totems would come after Spidey, and became the laughingstock of the community," Cyrus continued.

"Frankly, if I were Spider-Man, I'd be insulted," Rick snorted. "What next, he gets new powers from being 'bonded' to the totem? He unmasks himself? What a crock."

* * *

_Why do humans spend such amounts of time and energy discussing things that matter so little in their concrete, everyday lives? _Sleepwalker wondered, looking through Rick's eyes at the computer screen. _Such things do not truly matter in the long run, do they? And they have such profound emotional attachments to people and things that either do not exist, or that they will never be directly connected with…_

That said, Sleepwalker couldn't help but wonder what people were saying about him on communities like these.

_Before going out tonight when Rick sleeps, _he decided, _I will ask him to visit these sites on his own computer when has a free moment. _

What Sleepwalker suddenly found himself wondering was why he was so interested in something that did not truly matter to him.

* * *

"This…makes no sense," Rick said, after watching the first couple of episodes of _Neon Genesis Evangelion. _"I can't figure out what the hell's going on."

Cyrus scowled at him, before forcing himself to stay calm.

"Well, some anime is an acquired taste," he grumbled to Rick. "Actually, I'm already taking a fairly large step in watching the English dub, instead of the subtitles with the original voice actors."

"What difference does it make?" Rick asked innocently.

"What difference-?" Cyrus choked on his pop. "Do you even-"

"How's the pizza?" Rick asked quickly.

"It's…fine," Cyrus said suddenly. "What I don't get is why you're having a beer at 3:30 in the afternoon,"

"Hey, I came to hang out today, didn't I?" Rick answered, a sharp edge in his voice.

"Yeah, yeah," Cyrus grumbled, as they returned to watching the anime in silence.

* * *

Sleepwalker had long since lapsed into meditation, unable to understand any of the strange things going on in the anime. It all seemed to him to be a bizarre, incomprehensible mess.

He was reminded of one of the quotes Rick had read about in Shakespeare…

_Full of sound and fury, signifying nothing, _he thought to himself.

* * *

Irish music and loud clacking sounds interspersed down the hall as Alyssa Conover rehearsed her dance steps, her blazingly fast feet becoming poetry in motion as she moved. Her top and tights were agreeably revealing, as her long dark hair flowed freely as freely as an Irish river itself. Her dance class was doing a Riverdance-style production, and Alyssa had to practice to be ready for the show next Wednesday. She fully intended to take Rick and his parents, if they decided to stick around-probably better than her own…

Alyssa shook her head vigorously as the music ended, before taking a long drink of water and sitting down.

She tried not to think of the look in Rick's eyes, that seemed so haunted and pensive.

What was he so worried about?

Why wouldn't he open up to her?

A horrible sound of breaking glass suddenly rang through the room as the windows on the second floor of the dance studio were smashed open from the outside. Impossibly, massive vines were flooding into the room, some of which seemed to grow from the pine trees outside.

Alyssa recoiled in shock, falling to the floor in amazement. Too stunned to do anything else, all she could do was realize that pine trees should not be growing jungle-type vines.

Riding those vines was a strange sight-a beautiful red-headed woman dressed in tights marked with plant motifs, with eyes the color of chlorophyll and skin glowing with aloe and wafting fragrance.

Alyssa screamed in horror and tried to run. The woman riding the vines gestured lazily, and several of the vines snaked out and entangled Alyssa, before dragging her back to face the woman.

"It would suffice, my dear, to call me Poison Ivy," the red-headed woman said slowly. "The plants and greenery of the world are mine to command, even to the point where I may inspire mutations in them," she intoned, indicating how the vines sprouted from the pine trees outside the window. Snapping her fingers, a large red rose sprouted from one of the vines, extending towards Alyssa's face. She struggled helplessly, unable to break the grip of the vines.

The flower blew a cloud of dust into Alyssa's face. She opened her mouth to scream, but all that came out was a yawn, as she soon fell asleep.

Remembering the king's instructions, Poison Ivy set off at once to return home, having already robbed an armored car to make the appropriate camouflage for her actions.

* * *

"Come on, babe, I don't need a condom," Flash Thompson laughed to his latest conquest as they sat at the Coffee Bean. "You're on the pill, right?"

She nodded.

"That's all that counts, then," he grinned. "Now, I've got a game tomorrow, but then-"

Flash was cut short as a massive fist-shaped battering ram shattered the front wall of the Coffee Bean. Students screamed and ran around in a panicked disarray, as the owner of the ram marched into the coffee shop-a massive humanoid lump of mud and clay, with evilly glowing amber eyes and a mouth ringed with stumpy, orange teeth.

"FLASH THOMPSON?" the thing roared at the football jock, who promptly soiled himself in fear.

"Leave me alone, man!" he whimpered, grabbing his girlfriend and flinging her at the monster as he tried to run out the back door.

The clay monster easily caught the screaming coed in one hand, putting her down before stretching his other arm out to catch Flash.

Letting out a girlish scream, Thompson begged incoherently for the monster to let him go.

"Like hell," the creature rasped back at him. "Clayface always delivers the goods."

Clayface took off for the sewers, Flash sobbing like a little girl all the way.

The monster also gripped the Coffee Bean's cash register, as well as several of the wallets and purses dropped by fleeing patrons.

* * *

"This sure is different," Peter said to Gwen with a half-smile.

"What is?" she asked, picking up her bag as she headed for the door to his apartment.

"Well, usually I'm the one that has to cancel our dates, or whatever, and-" he said somewhat awkwardly.

"Peter, I told you," Gwen sighed. "I need to meet Alyssa to rehearse. Tomorrow we'll be able to go out. But for today, I need to practice."

"Let me walk you to your car, at least," Peter persisted.

All she could do was smile and nod.

They were about to hug and kiss in the parking lot, when Peter's spider-senses suddenly activated. Pulling back with amazing speed, Peter was just in time to see a jet of flame pass between them. Gwen screamed as Peter looked around hastily.

Hovering above them was a man dressed in an ugly black-and-gold suit of winged armor, which was decorated with stylized flames. The helmet resembled a hideous approximation of an insect, reminding Peter of a firefly. Flames sparked and burned from the jets of his backpack and a pair of blasters on his gauntlets. He radiated heat-and power.

"Who are-" Peter began.

"The name's Firefly," the man in the suit answered. "And the two of you have a little choice to make-whether you fly or fry."

Peter's spider-senses went off again, but he forced himself to stay still, knowing he couldn't use his agility in front of Gwen. They grabbed each other as they were surrounded by a ring of fire burning at twice their height. Sweating profusely, there was no way they could escape.

Firefly came down in the middle of the of the ring and held out his hands to Peter and Gwen. Reluctantly, they took his grip in theirs and held on as he flew off, noting the bags of money tied to his waist.

"I wouldn't get any funny ideas, if I were you," Firefly threatened. "If either of you try anything, I'll incinerate you-my flamethrowers can roast real good."

All Peter and Gwen could do was hang helplessly, knowing that Firefly would carry out his threat if he had to.

* * *

_Finally, _Rick thought to Sleepwalker. _I don't know about you, but I couldn't understand a damn thing about all that…_suddenly ashamed of himself, Rick shook his head, before leaping to his feet.

"You want a different anime, I guess?" Cyrus asked, eyeing Rick curiously.

"Well, I really could-" Rick started.

"Really could what?" Cyrus demanded, his voice on edge once again. "Really could run off again, really could spend all your damn time as a shut-in, never having any time for your friends?"

"Cyrus!" Rick protested. "Can't we just enjoy our Saturday? You know I've been having some problems recently…I just…look, once I see my parents tomorrow, things will be a lot better."

Cyrus merely scowled in response, before the doorbell rang and he went to answer it. At the door was a tall man dressed all in red, with a matching mask. Electrical sparks and energy danced around his frame, lighting his eyes with a sinister glow.

Cyrus merely stood in confusion, as Rick came up behind him. The tall man in red blasted him with a powerful electrical current. Rick and Cyrus both screamed, before the man in red grabbed Cyrus roughly by the arm as Rick staggered back and fell unconscious on a couch.

"You're coming with me," the man in red hissed, his arm sparking in a threatening manner.

"Who are you?" Cyrus said in fear, offering no resistance as the man in red dragged him along.

"The Electrocutioner," the man threatened. "That's all you need to know."

Cyrus offered no resistance as the Electrocutioner took off in a flight of red energy, hanging helplessly in his captor's grip.

* * *

Sleepwalker waited several seconds before emerging from Rick's mind, so that he would not give himself away to either Cyrus or the Electrocutioner. Exiting the apartment by the window, he managed to stealthily tail the Electrocutioner as the villain streaked through the air, heading for the sluice-gates in the slum areas of New York.

The alien dared not confront the Electrocutioner while he held on to Cyrus-all Sleepwalker could do was tail the villain until he could strike.

* * *

Alyssa groaned as she woke up, shaking her head as she tried to clear the cobwebs. All she could remember was Poison Ivy's rose blowing that strange sleeping powder into her face. Struggling awake, she looked around in amazement at the scene.

Still in her dance costume, she was seated at a long, elaborate table set up with exquisite silver service, covered in a fancy silk tablecloth and decorated with elegantly cut vegetables, a large teapot, several plates of buttered crumpets, and an tastefully arranged bouquet of jasmine flowers at the center. At the head of the table was an elaborately carved, throne-like chair, painted in white, black and red with the four suits of cards-hearts, clubs, diamonds, and spades.

Alyssa tried to stand up in alarm, until she realized her arms and legs were pinned to the chair, held in place with vines-Poison Ivy's handiwork, no doubt. She glanced up in alarm at her chair, and saw that it had the smiling face of Comedy carved into the high part of the seat. Then, she noticed several other people in similar chairs seated at the table…

Peter, Gwen, Red, Cyrus, and Flash. They were bound as she was, and Peter, Gwen and Cyrus's chairs were carved with the same Comedy markings as her own, while Flash and Red's chairs were marked with the frowning, sad face of Tragedy.

"Peter? Gwen? Red? What's going on?" Alyssa demanded, half in fright and half in shock.

"Firefly said something about our being the 'guests of honor', whatever that means," Peter said grimly. "Some other costumed criminals brought you and the others here at the same time-that Poison Ivy girl must have grabbed Red after she put you to sleep."

"You can't get loose?" Alyssa asked, already knowing the answer.

"No!" Red shouted in frustration. "These vines are too strong even for me or Flash. How the hell…"

A loud blare of trumpets, as if blown by medieval heralds, suddenly interrupted him as a group of chambermaids and serving valets marched into the room with quick, efficient precision. To the amazement of the captive guests, they exactly resembled former classmates of the guests from high school. Before any of the shocked prisoners could regain their senses long enough to question the servants, their master slowly walked into the room in a calm, regal fashion.

His dress was that of a classical Victorian gentleman, complete with white silk gloves, an elaborate suit of tie and tails, and a fancy silk top hat that resembled something out of a Lewis Carroll fantasy. His eyes gleamed like twin coals of fire, reflecting the lamplight in a sinister fashion, as his ghastly pale, dead-white skin stretched over his elongated bones like a drum head. His hair hung like rotten vegetation, growing from his head like dead winter cornstalks. The bones of his arms and legs seemed as if they would rattle as he walked in their gangly, spindling manner. He resembled a perverse, ghastly version of Carroll's Mad Hatter, with a twisted, demonic taint to him.

"You…" Gwen choked in horror, speaking for them all. "Oh my…"

The king addressed them with a triumphant smile, his eyes and teeth glittering like diamonds.

Nelson Gruber.

The Bookworm.

"A wintry day? Nay, I say! Though the day be cold so very, methinks we still have occasion to make merry," he sniggered, removing his top hat and handing it to one of his attendants, before sitting in the throne-like chair that another pulled out for him.

Flash burst out sobbing.

"Don't hurt us, man! If you let us go, I'll fix you up with every girl in my address book-even the ones I haven't boinked yet!" he groveled, soiling himself for the second time that day.

"Shut your mouth," the Bookworm ordered, as Flash did just that. "I welcome you all to my humble kingdom, as the first residents of this most wonderful and magical place."

"What are you-" Cyrus began.

"You were, as I understand, all present at my…appearance' at Chug-a-Lug House some weeks previously," the Bookworm began. "Since that time I have realized the error of my ways-I struck too obviously, too easily apparent, with beings that were too easily detected and defeated. The heroes Spider-Man and Sleepwalker thwarted my plans, and so I have taken advice from my chess partner, Mr. Gary Kasparov, and refined my strategy."

"All those costumed villains, they were under your control?" Peter asked rhetorically. "Poison Ivy, Clayface, and all the rest?"

"Most certainly," the Bookworm said with a malicious smile. "The characters of myth and fable stand out too readily in our modern world, and their activities are easy to trace and thwart. But how many people would be able to distinguish the villains found in Batman comic books from the real costumed criminals that prowl the streets of New York, and increase in number around the world with every year? The power of the printed word is mine to command, whether it be the book _Paradise Lost _or the rogues gallery of the fictional Batman."

"You made our kidnappings look like robberies, then," Alyssa accused Bookworm.

"The lady has wisdom," Bookworm smiled, giving a knowing wink that made Alyssa's skin crawl. "I brought you here to make you the first citizens of my fantasy kingdom, where I-"

"Fantasy what?" Red interjected. "Just how much crack are you on, you son of a-"

Bookworm snapped his fingers, before Poison Ivy entered the room and concentrated, vines snaking up to strangle Red until he nearly passed out, before releasing him with a gasping cough.

"I have come to a greater appreciation of my gifts," Bookworm explained, gesturing grandly. "At first, I could create fictional characters to fight on my behalf, and then I conjured duplicates of the people who tormented me from my high school yearbooks to…'play' with," he grinned wickedly. "But I have come to realize that I can conjure anything I please, so long as a I read it. To that end, I have spent the last weeks creating my own kingdom of magic and wonder, my own 'Wonderland', if you will."

"Nelson, you're-" Gwen started, before the Bookworm's eyes flashed dangerously.

"My lady, you had best mind your tongue," he snapped at her. "It used to be, my friends, that I was a victim, with no power or ability to right the wrongs done to me. But here, with my power…I am no less than the Count of Monte Cristo! I am king and keeper of this realm! I choose who is rewarded, who is punished! I can make your greatest dreams, or your worst nightmares, come true!"

"Is that why you kidnapped us all?" Alyssa stammered, sick with horror.

"Most certainly," he smiled. "I have the power to bring fairy tales to life…but even I grow lonely, and my heart yet thirsts for vengeance. I resolved therefore to kill two birds with one stone, and punish those who harmed me, and reward those who have suffered as I do, or acted on my behalf."

"How are you-" Peter began.

"You know of the story of Peter Pan and Wendy," the Bookworm smiled. "What of Peter Parker and Gwendy? You can live forever in blissful harmony, free of a certain Captain Hook who has tormented you as much as he did me," the villain continued, turning a murderous glare upon Flash, who whimpered.

"A Captain Hook, I daresay? Perhaps more of a Bluebeard, considering the way he treats his girlfriends," Bookworm continued, his speech slowly becoming a rant as he grew more and more excited.

"Odysseus Rex suffered for twenty years and more before returning home. And who is to say that the same cannot be said for Odysseus Red? Cyrus was made to suffer, while I will make him Cyrus the Great!" he laughed uproariously as his 'guests' looked at one another in alarm.

"And finally, my dear," the Bookworm said to Alyssa, "you are my queen. Alyssa in wonderland," he smiled, "a play on words that Carroll himself would have been proud of. I know that you care for me, given that you asked that knave Red to stop harassing me, even going so far to date him if he would do so. I truly appreciate the gesture, and so you shall be the most royal lady of them all."

His eyes gleaming with madness, the Bookworm laughed hysterically.

Alyssa could only shudder.

* * *

Sleepwalker could only gawk in amazement as he overlooked the vast cavern, carved by Bookworm's servants and decorated with materials the magician had created from his readings. The whole thing resembled a grisly, nightmarish fusion of fairy-tale elements: playing card motifs, yellow brick roads, gingerbread houses, mushroom forests, homes shaped like shoes, piper music, walls of thorns, and other strange sights clashed against one another in a bizarre, twisted scene that was both strangely fascinating, and yet alien and disturbing at the same time.

The inhabitants of the cavern were a strange group, yet all oddly familiar to Sleepwalker-some of them resembled the inhabitants of the fairy-tales Rick remembered from his youth, or studied in university. Others, despite their strange costumes, resembled people Rick knew from his high school years.

Sleepwalker could not fathom what it all meant, but had the feeling that whatever it was, it was very, very wrong.

Slowly descending to the ground, he glanced around at the strange citizenry, who seemed to pay him no heed. He had followed the Electrocutioner and Cyrus at a distance into this cavern, but he had lost their trail before he came into the city, and now needed to find them.

Sleepwalker slowly approached one of the people on the streets, ready to ask their assistance, when suddenly a blast of energy came out of nowhere, hitting the street right in front of him. Looking up in alarm, Sleepwalker saw the Electrocutioner streaking down towards him, even as all the citizens turned around and gawked at Sleepwalker, as if noticing him for the first time.

"You, of all people, are not welcome here, you know," the Electrocutioner hissed at Sleepwalker.

_"Why did you kidnap the young man?" _Sleepwalker demanded, stepping into a fighting stance.

"The master warned us to keep an eye out for you," the Electrocutioner snapped. "Especially you," he finished, before unleashing a wave of energy at Sleepwalker, who took to the air and dodged around the Electrocutioner, before charging in and punching him in the face, knocking him down towards the roof of one of the buildings, which Sleepwalker proceeded to warp to trap the villain.

_"What is going on here?!?" _Sleepwalker demanded the struggling villain.

"You think I'm going to tell you anything?" the Electrocutioner shouted back, struggling to escape his bonds. Sleepwalker leapt back and away, as he caught sight of a beam of fire streaking towards him. The wave of fire passed between Sleepwalker and the Electrocutioner, before its owner adjusted the blast, catching Sleepwalker head on and burning the alien for all he was worth.

Screaming in agony, Sleepwalker finally repelled the flames with his warp beams. He continued to push the flames back with his warp beams, advancing on Firefly, who promptly turned tail and ran, cutting a wide angle to get another shot at Sleepwalker, who dodged the next blast easily, only to be slammed by a vicious spiked club and set flying to crash into a wall marked with playing card symbols.

Clayface waded in, Firefly hovering above and cutting Electrocutioner free as all three villains advanced on Sleepwalker.

Fire and electricity streaked towards the alien from opposite directions, forcing him to fly back, away from the advancing Clayface, only to narrowly avoid hitting a wall of thorns, which Poison Ivy sent lashing out at him, entangling him and then whipping him like a scourge.

Struggling mightily, Sleepwalker blasted the thorns with his warp vision, cutting himself free as Poison Ivy cursed him, before unleashing a wave of thorns again as Firefly and Electrocutioner moved into position, ready for another shot. Sleepwalker caught the thorns with his warp beams and set them all around him in a protective barrier, struggling against Poison Ivy's will as Clayface, his arms shaped into massive iron-hard hammers, ready to strike.

Sleepwalker suddenly released his warp beams, letting the vines fly forward with Poison Ivy's excess control. Momentarily screened from Electrocutioner or Firefly, Sleepwalker charged right at Clayface, dodging his hammer strikes before blasting his warp beams at the ground, creating a sudden massive ridge that sent Clayface flying and crashing into Poison Ivy's wall of thorns, turning the whole thing into a sticky mess as he struggled to get free and Poison Ivy tried to free him.

Firefly and Electrocutioner flew in at Sleepwalker, blasting electricity and flame as the alien blocked their attacks with his warp beams. Finally, the alien flew between them, presenting a perfect line of fire. The villains were too clever for Sleepwalker to trick them into blasting each other.

Just what the guardian of the Mindscape was counting on.

Flying faster than Firefly could react, Sleepwalker stunned the villain with a devastating haymaker, before spinning him around and tossing him into Electrocutioner. Sleepwalker clobbered both men with a double punch, ready to carry them as they fell unconscious. Instead, they vanished.

Sleepwalker suddenly understood.

Another wave of thorns came at Sleepwalker, who easily blasted them all with his warp vision. Behind them came Clayface, now a rolling ball of destruction, who Sleepwalker pulled back from before warping a massive hole in the ground, into which the clay villain fell with a crash. Sleepwalker blasted the monster with his warp beams, nodding grimly as it vanished.

Poison Ivy glared at him with hate-filled eyes, and prepared to strike again, before Sleepwalker blew her apart with his warp vision.

Spinning around in a rage, the alien charged for the grand citadel in the center of the cavern, ready for anything and everything.

* * *

Peter's spider-sense tingled in warning as one of Bookworm's attendants came into his dining room, hurriedly explaining things to the king. Bookworm jumped to his feet in a fury, shouting at his minions, who all charged out of the room one after another.

"Who to read…who to read…who to read…" the Bookworm muttered to himself. His eyes gleamed wickedly as he picked up quill and paper, writing the letters H, U and L one after another.

"Nelson, no!" Cyrus shouted, catching the Bookworm off guard, who looked up at him in alarm right before he finished writing the K.

"Nelson, please!" Alyssa pleaded with him. "Don't summon him! You don't know what will happen if you summon him! He's been known to go mad!"

The Bookworm shook his head in confusion, muttering to himself for a few seconds, before putting his fingers to his temples.

"Can't…stop! Stop! I'll make him stop! Understand…try…you don't understand…" Nelson Gruber finally shouted, taking up his pen to write the K.

Red struggled to break free from the vines, but only succeeded in making his chair jump and slam against the table, before falling to the floor. Peter, his frustration and anger spilling over, had more luck, finally ripping free of the vines before tackling the Bookworm and knocking him to the floor, wrestling with him as several of the Bookworm's minions came back in to protect their master, until they hesitated-they had had strict orders from Bookworm not to harm Peter, Cyrus, Alyssa or Gwen.

Red finally managed to break one of his wrists free, before he freed his other limbs, plowing into the middle of the minions, who attacked him mercilessly. All the others could do was watch in horror, except for Flash, who soiled himself for a third time.

Sleepwalker finally burst into the room, blasting the minions out of existence with his warp beams, as Red helped Peter grab and blindfold Bookworm. The alien ripped the vines apart, freeing Alyssa and the others.

"Why did you need to do this?" the Bookworm screamed at Sleepwalker, at all of them, unable to break Red's and Peter's grips. "Why couldn't you just let me live in peace?" he shouted at Flash and Red. "Why does it have to be this way?" he shouted in rage and denial, before breaking down in tears. He sobbed convulsively, a broken man.

None of the others in the room could answer him, as the fantasy kingdom began to fade away, broken with the resolve of its creator.

"What a pussy crybaby," Flash laughed at Nelson's weeping. "Just like in high school."

His eyes flaring with rage, Red released Nelson and punched Flash square in the jaw, knocking his lights out in one blow.

* * *

"I'm sorry..." Rick apologized to his friends, as they all sat at Cyrus and Red's apartment later that evening, after handing Bookworm over to the police. "There wasn't anything I could do…"

"It's okay, man," Cyrus reassured him. "What could you have done against a guy who can control electricity? I heard about that crazy stunt you pulled with Julia when she got attacked by that Lightmaster guy-I sure as hell couldn't have done that-"

"Yeah, but I should have done something!" Rick insisted. "All I did was pass out on the couch. I should have at least called-"

"Rick!" Alyssa said suddenly, before everyone looked at her.

"It can't just be about you," she insisted. "You don't need to take everything on yourself!"

Everyone looked at her strangely, before she blushed, surprised at her own outburst.

"You can't blame yourself for things you aren't responsible for," Peter told him. "You're not Spider-Man, are you?"

"Hell no," Rick answered.

"Well, there you go," Peter smiled, sipping his root beer.

"Still, I can't help but feel bad for Nelson," Rick continued. "I mean, when you consider…" he suddenly stopped, remembering that Red was sitting right across from him.

"Sorry," Rick said, wincing as he did.

"Don't worry about it," Red sighed. "Hell, in his own way, Nelson's almost justified in doing what he did…I can't…I mean…"

"Hey, you don't need to worry about it," Cyrus said with authority, to which Red smiled weakly.

"I've gotta get home," Rick said, rising and finishing his wine. "I really need to get some sleep, in preparation for my parents coming by tomorrow."

"No problem," Gwen nodded. "Good luck."

"And Rick?" Alyssa asked.

She looked into his eyes as he stood up.

"Please…take care of yourself."

Rick smiled in return, standing taller than he had in a long time.

(_**Next Issue:**_ Rick's parents, Bill and Florence Sheridan, come to pay their son a visit to help him get his life back on track. With Alyssa's support, Rick is ready to reveal Sleepwalker's presence in his mind. But Sleepwalker has other concerns-a mysterious killer is stalking the sewers and slums of New York City! What will happen when Rick reveals Sleepwalker to his parents? And how will Sleepwalker react to the changes in his human host's life? All this and more in _Sleepwalker #18: Family Ties!_)


	19. Family Ties

For the first time in weeks, Rick Sheridan woke up before the alarm sounded. Although it was still dark outside, the cold November winds blowing lightly in the early morning, Rick's mood was as cheerful as a warm summer afternoon. After almost six crushing weeks of having Sleepwalker trapped in his mind, Rick was finally ready to reveal his secret, to the parents who had loved and supported him all his life. They were coming down to visit him, to try and help him with whatever had caused his life to go downhill so fast.

Rick thought back to the conversation he had had with Sleepwalker in his dreams the night before.

_"I believe that we have been reacting based simply on our own fears and concerns," Sleepwalker told Rick. "We assume the worst, and forget that your parents, the people you plan to tell about our bond, will regard you as an aberration, a monster." _

_"So-" Rick started. _

_"You are still their son, are you not? Are the two decades in which they loved and cared for you simply to be forgotten because of one change that you had no control over?" Sleepwalker persisted. _

_"I…" Rick paused. "But what about you? How do you expect my parents to react towards you?" _

_"I…am well used to such concerns," Sleepwalker answered evasively. "You need not worry yourself for my sake." _

_"Come on, Sleepy," Rick answered. "That's not the way it's going to be. The only one here to blame is Cobweb, not you." _

_Sleepwalker offered no response. _

_"And if I'm their son, I'm going to make them understand. Make them understand, whether they want to or not," Rick insisted. "They're going to accept you, one way or another. Until we can find a way to break our bond, you're as much a part of this as I am, and I'm not going to let you get fucked over." _

_"And besides," Rick continued, smiling wryly. "Aren't you assuming the worst, simply based on your fears? You should take your own advice. Who knows…they might even come to accept you." _

_Rick's consciousness vanished back into sleep, as Sleepwalker returned to a meditative trance beneath the portal leading to the Mindscape. _

_Images passed through his mind's eye-first scenes of Rick drinking an entire bottle of whiskey, and then images of Sv'ara. _

_Then, for some reason, his memory came back to Rick bringing him back to his senses in the battle against Cobweb. _

* * *

SLEEPWALKER #18

"FAMILY TIES"

* * *

Bill Sheridan, forty-six years old, an office manager for Richmond Enterprises, a devoted fan of the Knicks and the Rangers, and an admirer of the works of James Joyce, always felt somewhat overwhelmed whenever he came to New York City. If it wasn't for his wife hailing from the Big Apple, and his son attending Empire State University, he would have preferred to never come here. He always found the bright lights, loud music, and the glitz and the glamour of the city to be positively alienating. His quiet, introspective demeanor and his toned-down, low-key attire spoke much about his withdrawn personality.

That said, his wife Florence Sheridan, forty-five, was entirely the opposite. A devoted fan of musical theater, she had always insisted on dragging her future husband to see the latest Broadway plays when they were dating. She continued her love of the stage in her volunteering with community theater, which was in some ways a welcome relief from her day job as a systems analyst for Richmond Computers. Bill, for whatever reason, took great pleasure in handling all those aspects of bureaucracy that numbed the minds of almost anyone else, and it was usually up to her, along with her oldest daughter Leah, to inject some humor into the household. Her bright clothing and musical voice were almost a polar opposite to her husband's introspective personality.

They were deep in discussion as they drove towards Rick's apartment.

"I wonder whether it might just be the pressure," Bill said slowly, pushing his glasses farther up on his nose.

"Rick wouldn't let everything fall apart like this unless it was really serious," Florence scolded him. "And besides, if it was the pressure, wouldn't he have told us?"

"I suppose," Bill sighed. "I take it this is another one of those 'Yes Dear' moments?"

"Of course," Florence said firmly. "That's the reason my father liked you so much," she tittered. "You know which one of us is in charge!"

"So much so that you make me drop everything at home and drag me down to New York…a city which you **know **I don't like," Bill grumbled, a rueful half-smile on his face.

"Oh, come off it, Bill," Florence smiled. "Look on the bright side-we'll be able to see the Parkers again!"

"It's just Ben now, remember?" Bill persisted. "May got killed by that burglar and-"

"Oh, right," Florence answered, her tone slightly subdued. "I wonder how their nephew Peter handled all that. Poor boy doesn't have anyone besides his uncle now."

* * *

_**Several hours ago…**_

Screams echoed through the tunnels, followed by convulsive sobbing and shouts of rage.

The thing stirred awake, its memories stirred by the voices.

They were admiring its latest handiwork.

The creature vaguely remembered how it had used to do these things in other ways, before what had happened.

Faint giggling echoed through the tunnels, as the shadows twisted on the walls of the thing's temporary den.

The creature rose to its feet.

It was time to move on.

And time to hunt.

* * *

When the knock came, Rick took a deep breath, before standing up and answering the door.

Bill and Florence Sheridan greeted their son with the warmest of embraces, happy to see him. Rick, for his part, was overjoyed to see them.

"I'm so glad to see you," he said with a smile. "You don't have any idea how much, really."

"Well, we know something had to be wrong with our boy, for everything to fall apart for him like that," Florence teased with a smile, as Rick shook hands with his father.

"So, when do you want to talk about it?" Rick asked, a trace of hesitation in his voice.

"Later," Bill said with a smile. "Why don't we get some lunch first? You can tell us about all the superheroes in this crazy town."

"This town isn't crazy!" Florence scolded Bill, smacking him upside the head.

Bill rolled his eyes, before heaving a long, loud sigh.

"…Yes, dear."

Rick only laughed.

* * *

All she could hear was her own heavy, labored breathing, running like a woman possessed through the tunnels beneath New York, a scream trying vainly to force its way up through her throat.

She tried to scream, but something prevented her voice from responding.

The young mutant woman known as Marrow didn't know these passages…they had been altered, warped into some twisted, bizarre maze that she could not recognize.

Marrow was lost.

And alone.

Worse yet, she knew the Marauders had returned.

Kicked out of her home when her mutant abilities manifested, Marrow had been forced to live in the slums and skid rows of a number of cities for several years, until she eventually migrated to San Francisco, where many others like her-mutants who had become hated outcasts and freaks, tormented by bigots who were oftentimes their own families-had formed their own community of mutual support, known as the Morlocks.

Disaster had struck two years ago, when a band of murderous sadists known as the Marauders, who were mutants themselves, brutally slaughtered most of the Morlock community, for reasons Marrow did not know. The X-Men had attempted to prevent the massacre, and only succeeded in driving the Marauders away after a horrific battle that left the X-Men themselves decimated.

The remaining Morlocks had moved to New York, where they re-established the community, and kept in closer touch with the X-Men.

And now, it seemed, the Marauders had returned.

She recalled the fetid stenches, the screams of pain, the laughter from the maniacal killers as they mowed down one innocent victim after another, the flames from Scalphunter's flamethrower, and the crashing and rumbling of Harpoon's electrical spears.

They were all here, and they were coming for her.

All around…nowhere to run, nowhere to hide…still running…why couldn't she stop running….why couldn't she return home and alert the other Morlocks…she was completely lost.

Futilely, Marrow unleashed a flurry of razor-sharp bone growths down the passage in the direction of the approaching Marauders.

All she got for her troubles was a chilling laughter out of the darkness.

Marrow finally collapsed, unable to run any further.

The laughter was all around her.

And she was trapped in her worst nightmare.

* * *

"I'm still not entirely sure why you wanted to go to ESU, Rick," Bill said doubtfully, looking out the restaurant window at Spider-Man swinging by. "I mean, isn't it dangerous? Especially with all those fights going on at the university…"

"Well, it can be," Rick said slowly. "Spider-Man's latest fight with the Sandman left part of the Students' Union Building damaged, so classes have been cancelled for the next day or two. It has its benefits, though: we get extra time to catch up on our studies. I get the extra time to better appreciate _Antony and Cleopatra._"

"Ugh, that play is such a pain in the butt to stage," Florence groaned. "We-"

"Besides, I really wanted to go to ESU," Rick interrupted hastily. "Everyone else was coming here-Cyrus in Engineering, Julia in Poli Sci and Journalism, and Kenny in…I think he changed his major to Computer Science this time."

"What about Alyssa?" Bill asked. "Is she still majoring in Dance?"

"I'm also hanging out now with Peter Parker, May and Ben's nephew," Rick continued.

"How is Peter these days?" Florence asked. "I've been so worried about the poor boy ever since he lost his Aunt May-what, three years ago now?"

"He's actually done alright for himself," Rick answered. "He's dating the daughter of this police captain-George Stacy, I think his name is. His daughter Gwen's another Chemistry major, just like him. Peter's a really, really lucky guy, at least as far as that goes. He doesn't talk much about his home life-he usually spends most of his time fretting about getting more money from the _Daily Bugle, _who he's been taking photos for."

"J. Jonah Jameson," Bill sighed. "Your grandfather told me all sorts of stories about him back when they were in the Navy during the war-Jameson actually lied about his age to enlist. He was only fifteen when the Japanese invaded Pearl Harbor-when that happened, Jameson signed up, and never looked back."

"He was born in 1926, then?" Rick asked.

"Yeah," Bill answered. "Eighty years old, and he's still as much a spitfire as he was in the sixties. Pissed off the white supremacists by supporting integration and going out of his way to make the _Daily Bugle _the most diverse paper on the Eastern Seaboard, and then he pissed off the hippies by attacking the whole counterculture thing."

"Funny you should mention that," Rick shrugged. "Now Julia says Jameson spends one third of his time going after Chomsky, another third going after Coulter, and the last third going after costumed heroes, especially Spider-Man, for some reason."

"Go figure," Florence chuckled. "Really, I don't see what's so bad about the superheroes in this city. It just makes New York even more alive than it already is!"

"Which is more than can be said for the supervillains," Rick said ruefully. He briefly described to them his own encounters with Lightmaster and the Bookworm, leaving out his role in releasing Sleepwalker.

"Good God, Rick!" Bill said in horror. "You could have gotten yourself killed! What the hell were you-"

"Hey, they were going after Julia and Cyrus!" Rick exclaimed in response. "There's no way I'd leave them to be kidnapped or killed."

"I know that, son," Bill said, frowning at him. "I know. I know you'd never let something like that stop you. I just…we just…"

"I know, Dad," Rick said slowly. "I was just lucky that guys like Sleepwalker and Spider-Man showed up when they did."

"See what I mean?" Florence chided her husband. "Did you get to meet them in person?"

"I was more worried about my friends and getting them out of there," Rick answered dryly. "I've met Sleepwalker once or twice. He's a nice enough guy, once you get to know him."

"He's got a really strange costume, you have to admit," Florence chuckled. "I wonder how he gets the eyes to go the way they do. Whoever designed his costume, they've got some real talent. We could use someone like that in the theater."

* * *

Listening to Rick's mother, Sleepwalker merely raised an eyebrow.

That was one of the benefits of operating in a city full of superheroes, perhaps-people did not necessarily react with fear and loathing towards his strange appearance, simply thinking him a man in a strange costume.

* * *

Rick's new cell phone suddenly rang, interrupting their conversation. At first, he was inclined to ignore it, until he suddenly realized who was calling.

"Alyssa!" Rick said in surprise. Bill and Florence fell silent as their son talked.

_"I'm sorry I couldn't be there," _Alyssa said over the phone. _"My computer crashed, and now I have to retrieve my projects for English and History class. Would be at all possible to meet tomorrow, and talk about all this then?" _she asked guiltily.

"Sure, Aly," Rick said gently. "No problem about that."

"Alyssa can't make it tonight," he explained to his parents once he hung up. "I was kind of hoping she could be there when we talked things out."

"No problem," Florence said. "As a matter of fact, we were hoping Alyssa would be there too," she winked.

Rick turned red, before Bill interrupted hastily.

"So, what play are we going to see tonight?" he asked. "It's not _Cats _again, is it?"

"Of course not," Florence rolled her eyes. "We saw that enough times when we were dating. No, we're going to see _Joseph and the Amazing Technicolor Dreamcoat _instead."

"…Yes, dear," Bill sighed.

Rick laughed again.

* * *

"Damn it all!" Callisto roared in anger. "What the hell happened to her?"

Callisto, the mutant leader of the Morlocks, stood over Marrow's corpse, her anger boiling over. Around her stood several of her lieutenants, including the Morlock doctor appropriately known as the Healer, who was examining Marrow carefully. Marrow's body was covered in bone spikes, and many more spikes were jammed into the wall…but there was no blood, or even any sign that anything had been here.

"There are extremely high levels of adrenaline in her system," the Healer said in amazement. "Something set off Marrow's fight-or-flight response in ways I've never seen. Dilation of the pupils, high heart rate, perspiration, tight muscles, stress hormones among the worst I've ever seen…something frightened Marrow to death. She was having some sort of nightmare."

"How's that possible?" demanded Callisto. "She was wide awake!"

"Even so, she's got all the classic signs of suffering from nightmares or night terrors," the Healer insisted. "And judging by her muscles, she obviously ran for a very long time."

"This makes no sense!" Callisto thundered. "I've heard of sleepwalking, but sleep-**running**? But what did she think she was fighting?"

"We don't know," the Morlock known as Piper answered. "My friends scoured the entire sewer system," he said, referring to the rats, insects and mice he was able to communicate with, "but they're confused. The layout of the tunnels have changed somehow…everything's been turned into a maze. Some of the rats found Marrow's bones fired into the wall at random places throughout the tunnels, but there didn't seem to be any pattern to it. I can't explain it, but it's almost like the tunnels themselves are being warped, changed into a maze we don't know."

"So we've got something that can cause nightmares and alter the mazes around us," Callisto muttered. "Just fucking terrific. And some of our human contacts have reported that some of the humans living in the slums aboveground are dying of pure fear, too. No injuries, nothing. And there's no evidence to prove what might have scared them so bad."

"So they're going after the humans, too," the Morlock known as Tarbaby said grimly. "Think it might be the Marauders?"

"I don't know," Callisto replied darkly. "I hope to hell it's not, but this doesn't seem like their style. Sure, they like to frighten their victims, but they physically harm them, too. There were no signs of anyone else around the bodies, and no signs of the victims being physically injured."

"Are you going to contact the X-Men?" Tarbaby asked.

Callisto scowled.

"If I have to," she muttered. "But they're wrapped up with something in Washington-that Mystique lady and her Brotherhood of Evil Mutants are pulling some sort of shit. And the rest of us are going to have to pay for it," she finished, her rage boiling over.

"But from now on, no one goes out alone in the tunnels. Parties of four or five, minimum. Got it?"

* * *

The creature could sense what was going on. Before the incident, it had developed keen instincts for knowing when the heat was going to come down, and had become a master at covering its tracks.

It wasn't ready to reveal itself-at least not yet-and had no desire to battle with the whole of the X-Men…at least for now.

There were so many more victims to stalk.

And all of them easy prey.

Memories stirred again, of good times, fun times when it used to do these kinds of things all the time, back before the incident.

It was time to move.

* * *

"I feel so much better," Rick said to his parents as they left the theater that evening. "It's been so long since I've just been able to relax like this," he continued wistfully, looking up at the starry November night and the city lights in the sky.

"That's because we're here for you, son," Bill said gently. "Whatever happened to you, just remember that you're not alone, and you never are."

_He doesn't realize he's saying that literally, _Rick thought humorously to Sleepwalker.

"You said you don't have class tomorrow, right?" Florence said. "In that case, why just settle for Alyssa? Invite the rest of your friends over, too! We'd love to see them again, wouldn't we?"

"Yes, dear," Bill answered readily.

A hug from his mother and a handshake from his father later, Rick marched into his apartment and went to sleep in high spirits, thinking pleasantly of what was to come.

* * *

Sleepwalker remained in Rick's mind, gauging the initial reactions of Rick's family and friends to his appearance, and rehearsing what he would say to them. Sifting through Rick's memories and knowledge of their personalities, he had little difficulty in deciding what he would say.

Strangely enough, the alien found himself wanting to do this, to get to know Rick's friends.

He remembered Wyatt Wingfoot, Silent Fox and the Thing.

* * *

"Didn't your parents say they'd be here at ten?" Alyssa asked, looking at her watch.

"Yeah," Rick answered. "They must have gotten caught in traffic or something. New York City traffic, on snowy winter roads…no wonder Dad can't stand this city," he chuckled. Red, Julia, Cyrus and Kenny were all there as well, ready and waiting for Rick's parents.

They all reacted to the knock of the door, Rick eagerly leaping up to answer it.

Standing in the doorway was a middle-aged black woman, her frowning, lined face marked with cynicism and grim experience, dressed in the uniform of a New York police officer.

"What are…" Rick started.

"Are you Richard Sheridan?" the woman asked him.

"Yeah, but I-" Rick started. Behind him, Rick's other friends looked at one another nervously-all of them, except for Kenny, had dealt with this particular police officer when she had responded to their being attacked by Bookworm or Lightmaster.

"I'm Detective Cecilia Perez, New York Police Department Superhuman Activities Unit," Detective Perez said calmly, showing Rick her badge. "May I come in?"

"I…uh…" Rick stammered, a chill of fear sweeping over him. He knew all about the Superhuman Activities Unit…_do they know? _he thought frantically to Sleepwalker, even as he tried to come up with a response.

"…What's the trouble here, Officer?" Red asked firmly, standing up and pushing Rick aside, looking Perez square in the eyes. "Is my friend in some sort of-"

"No, he's not under suspicion of a crime, if that's what you're wondering," Detective Perez said, not backing down an inch. "But I must speak with him at once."

"Well…you…come in, I guess…" Rick said, fear turning to confusion as Detective Perez entered the apartment, looking around at Rick's friends, seated around the apartment. She shook her head and sighed, her shoulders bent in resignation.

Detective Perez took a deep breath, before addressing Rick.

"Are you the son of William and Florence Sheridan?" she asked slowly.

Rick's blood ran cold.

**Oh no…**

"Yes…" he began.

His head began throbbing, even as he felt a sickening vibration begin in his stomach. His heart began pounding, its beat echoing like a jackhammer in his ears.

"I'm afraid I have some terrible news…" Detective Perez began.

**No…no…no…nonononono…**

"Your parents were among several victims of what appears to be a mass assault by an unidentified superhuman. Their bodies, along with those of several other victims, were found in the wreckage of the Wind Song Bed and Breakfast. They appear to have died late last night, and…"

The throbbing and the vibrations seemed to come together in Rick's mind, even as a piercing scream began to echo in his ears. He felt a sickening, hellish tension build up within him, that built and built and built and built…

…finally, it shattered.

On the edge of his consciousness, Rick Sheridan was dimly aware of his screaming and thrashing about on the floor, and of the vague efforts of his friends to snap him out of it, to calm him down, to get him onto the couch, anything at all.

All he could hear for the moment, however, was the pounding of his heart, sounding like a nightmarish gong, the blood racing through his system like a floodgate, and the crippling tension in his limbs.

In horror, Sleepwalker watched as Rick's mental images and functions began to collapse under the shock his mind had suffered. Rick was in intense agony, and it was only getting worse.

The alien did the only thing he could. Concentrating intently, Sleepwalker began putting Rick to sleep, in an attempt to knock him out and spare him the excruciating pain that the guardian of the Mindscape felt all too keenly.

It was harder than Sleepwalker expected-the alien had to be extra careful not to avoid damaging Rick's mind further.

Rick was a long time falling unconscious.

He only stopped screaming towards the end.

(_**Next Issue:**_ As Rick Sheridan's life falls apart for a second time, Sleepwalker struggles to keep Rick from losing his mind completely, even as he begins to investigate the deaths of Rick's parents. At the same time, the guardian of the Mindscape resolves to hunt down their murderer. What will happen when Sleepwalker discovers the murderer's identity? All this and more in _Sleepwalker #19:Something Wicked This Way Comes!_)


	20. Something Wicked This Way Comes

Alyssa Conover sat unmoving in the chair, staring intently at him. Rick was asleep again, thank God, but he was still ghostly pale, his face marked with the shock of a recent horror.

Kenny Anderson came into the room, a mug of tea in one hand and a plate of brownies in the other. He handed her the mug, before gently putting his hand on her shoulder.

"He still hasn't woken up?" Kenny asked hesitantly.

Alyssa shook her head silently, sipping her tea.

Kenny munched on a brownie, before offering the plate to Alyssa.

"They don't have that…uh…'magic ingredient' in them, if that's what you're worried about," he joked lightly.

She finally turned to look at Kenny, startling him with the dark circles under her reddened eyes.

"Aly…" he said in shock. "Did you even get any sleep at all last night?"

"Look…I…" Kenny sighed awkwardly. "If you don't get any rest, we…Red and Julia had a bitch of a time convincing the doctor to come down and see Rick here. They won't be able to get the doc down here a second time."

"So what am I supposed to do?" Alyssa asked dully, her eyes turning back to the unconscious Rick.

"For gods' sake, get some rest," Kenny insisted. "We agreed to take turns looking after Rick, remember?"

"I know," she sighed, as Kenny slowly helped her rise to her feet. "I just can't…leave him," she yawned, before she finally slumped into Kenny's arms, tears in her eyes.

Kenny gently led Alyssa back into Rick's living room, helping her settle down on the couch as Julia brought her some sandwiches.

"When do you think he'll wake up?" Cyrus asked, turning away from the television and standing up.

"The doctors said all we can do is let him rest, for now," Julia answered. "He might come out of it later tonight, or tomorrow. All we can do is wait."

"And what about Bobby and Leah?" Red asked, referring to Rick's younger brother and older sister. "God, what are we going to tell them?"

"I don't think we'll have to," Julia said grimly. "From what Gwen told me, the papers are going to be all over it tomorrow."

"I'm glad I'm not Peter," Cyrus noted. "I'd hate to be the photographer assigned to cover whatever happened there."

* * *

The only time Peter Parker was more horrified was when he entered his house to find his Aunt May dead on the living room floor.

It was all he could do to keep taking photos as Ben Urich interviewed Detective Perez, their conversation ringing in his ears as he kept working.

Peter wasn't sure if he could stomach developing these photos and giving them to Jameson-the wreckage of what had once been the Wind Song Bed and Breakfast looked like something the Joker might have done if he had been high on PCP.

The furniture and decorations, even the walls and the very structure of the house itself, had been twisted in ways Peter couldn't even begin to explain. Everything was warped into bizarre, unsettling, even agonizing and painful, shapes and patterns. Electrical wires were shaped into slithering, writhing bands of material, burn marks and patterns of everything from blood to bile were splattered on the wall in broken, beaten and ripped marks, furniture was thrown randomly in alien, disturbing and inhuman shapes.

Everything felt alien, bizarre and almost unfathomable, a half-forgotten, delusional nightmare come to life. People were found dead in all sorts of ways, ranging from electrocution by appliances to being beaten half to death by wrecked furniture being scalded by showers and plumbing fixtures. Nothing was where it should be-everything was out of place, a hideous, ugly mirror image of what it once was.

Even the wreckage was unsettling-it appeared as if the house was torn to shreds by a violent, uncontrollable rage, before some of its parts were randomly put back, reassembled in a broken, painful, twisted and half-formed way.

It was as if everything, both the people and the objects, and even the house itself, had gone completely insane, as if some deluded, hideous, wicked nightmare had overtaken the whole, and left only broken, ruined, tragic madness in its wake.

Eighteen victims had suffered, all in some way or another. Peter couldn't begin to describe what had happened-it was just too painful. Worse yet, they looked completely alone and terrified, trapped in some sort of nightmare by a monster they did not know how to resist or fight back against.

Peter's shoulders slumped visibly when he saw Bill and Florence Sheridan among the victims. They were some of his Uncle Ben's oldest friends, and their deaths would break Ben's heart.

_Who could do this? _Peter wondered as he steeled himself for another round of photographs.

_What kind of…_

_…They couldn't even fight back! _

Peter could imagine Rick's pain.

And he could feel it all too keenly.

* * *

SLEEPWALKER #19

"SOMETHING WICKED THIS WAY COMES"

* * *

The creature, attracted by the pain the damaged mind had suffered, soon found that its passage to the Mindscape had re-opened. Taking a deep breath, the creature prepared to enter, ready to fulfill its duties. Shaped like a floating figure-8 with eyes in either part of its magenta-hued body, and a pair of arms placed next to either eye, the being of the Mindscape was like nothing any human would recognize.

As the creature slid into the mind, it looked around curiously, before freezing in surprise at the Sleepwalker that suddenly appeared out of nowhere.

_"What?" _the creature said in surprise, communicating telepathically with Sleepwalker. _"Why are you here, warrior? There is nothing in this mind requiring your talents." _

_"I thank you for coming," _Sleepwalker greeted the strange entity, speaking his own native language that no human could pronounce. Its appearance was freakish and bizarre by human standards, but the creature's kindly eyes and gently glowing body could put even the most skeptical of viewers at ease. The Iddoctor was one of the benevolent species of the Mindscape, a being that existed to assist in the healing of damaged psyches and minds, whether they suffered from human-world trauma or the damage inflicted by the monsters of the Mindscape. Iddoctors were healers where Sleepwalkers were warriors, and the two species had long been friendly.

_"For various reasons, I must remain in this mind," _Sleepwalker answered the creature.

_"Most unusual…" _the Iddoctor replied. _"What is the nature of that second portal?" _he asked, referring to the portal leading to the human world.

_"Suffice to say that it would take too long to explain, and time is short. Is there anything you can do for the moment?" _Sleepwalker asked.

In response, the Iddoctor closed its eyes and connected with Rick's mind, sensing the vibrations, the conscious and unconscious thoughts, the harmony and the strain, carefully analyzing the mind's health.

_"The healing process will be a difficult one," _the Iddoctor stated when it had completed its analysis. _"This is not the first trauma the mind has suffered, I take it?" _

_"Indeed not," _Sleepwalker said, lowering his head in shame.

_"There are deeper faults, and there is deeper pain. I sense confusion, denial, resentment, grief," _the Iddoctor continued. _"I sense half-healed wounds that have re-opened and cause pain anew, and attempts to dull the pain." _

Sleepwalker did not say anything.

He didn't have to.

_"Is there no hope?" _Sleepwalker asked, almost hesitantly.

_"Indeed there is," _the Iddoctor replied. _"There is much in the way of strength…I can sense strong underlying connections between this mind and several others, and the power these connections bring to the mind. Few other species' minds are as interconnected in this way as humans can be." _

The portals in Rick's mind began to flicker.

_"The human is soon to awaken," _the Iddoctor noted. _"We must be gone, and returned to our home." _Heading for the portal, the creature was nearly there until it turned around, looking back at Sleepwalker.

_"Are you not coming?" _the Iddoctor asked in surprise.

"_I cannot return to the Mindscape," _Sleepwalker said coldly. _"Here must I remain, to stand guard and vigil over this mind. It is far too tempting a target for a monster of the Mindscape to be left unguarded. Mine is a lonely vigil, yet it is a responsibility I must accept and bear." _

_"I shall return," _was all the Iddoctor said as it headed back to the Mindscape.

* * *

Rick slowly stirred, his eyes flickering open.

The first thing he saw was a pair of bright brown eyes staring into his own, waiting anxiously for him to awaken.

"A…Alyssa…?" he said groggily, struggling to sit up in bed. "What time is…"

"It's just after one, Rick," she said gently. "The 19th."

"The 19th?" Rick said in amazement. "God, how long was I-"

"Twenty-seven hours," Alyssa said, "and trust me, you've needed all that sleep and then some."

"It looks like you've been needing rest too," Rick said, finally sitting up. "You need to rest as much as I do."

"I…" Alyssa began. "Are you going to be alright, Rick?"

"I don't know," Rick sighed. "This is almost too much to take in."

"Are you hungry?" she asked him.

"Starving, now that I think about it," he answered. "Want to get some lunch?"

* * *

_**Prison gates won't open up for me  
On these hands and knees I'm crawlin'  
Oh, I reach for you  
Well I'm terrified of these four walls  
These iron bars can't hold my soul in  
All I need is you  
Come please I'm callin'  
And oh I scream for you  
Hurry I'm fallin', I'm fallin'**_

-Nickelback, "Saving Me"

* * *

"Rick!" Red exclaimed as Alyssa and Rick came into the room, leaning on each other for support. "Thank God you-"

"Want some food?" Kenny asked unceremoniously.

"Food is good," Rick sighed.

Stew and sandwiches proved to be good indeed.

"Are you going to be…" Julia asked slowly.

Rick said nothing, continuing to eat his sandwiches.

"Do you know if they've told Bobby and Leah yet?" Rick asked when he finally finished.

"No, we don't," Cyrus said grimly. "They might have, but we haven't heard anything yet."

"You…haven't heard anything?" Rick asked in surprise. "Wait, what-you've been here the whole time?" he asked incredulously.

"Come on, man, what did you expect?" Kenny grinned. "We've been holding the fort. Wouldn't you do the same for us?"

"I…" Rick began.

He didn't know what to say.

* * *

_**Show me what it's like  
To be the last one standing  
And teach me wrong from right  
And I'll show you what I can be  
Say it for me  
Say it to me  
And I'll leave this life behind me  
Say it if it's worth saving me**_

* * *

"But what about classes?" Rick asked in confusion. "Or your football practice?" he asked Red. "You need to practice for your show tommorow, Aly."

"When you consider what just happened, I think we have more important things to worry about," Red said bluntly. "And besides, where were you when I was dealing with Flash Thompson, or Julia was being attacked by that Lightmaster wacko?"

Rick simply sat back in his chair.

A knock at the door caught their attention. Kenny's answer led to him escorting Peter and Gwen into Rick's apartment, along with a tall middle-aged man with salt-and-pepper hair. His powerful build, scarred hands and grizzled face belied decades of work as an electrician and handyman, although his eyes twinkled with a kindly light and a wry grin always curved the edges of his mouth.

Everyone recognized Ben Parker, and everyone loved him.

Gwen, Peter and Ben greeted Rick and his friends, Gwen hugging Rick tightly.

"I'm so sorry, Rick," Ben said sadly. "Your father and mother were two of my closest friends. We know what you must be going through right now."

"Yeah," Peter added hesitantly. "Aunt May was like my mother. My own parents died when I was four, and Uncle Ben and Aunt May took me in. When she died…"

Peter shut his eyes and took several deep breaths.

"Just remember," Ben said authoritatively, his voice holding the youths' rapt attention. "You're not alone, Rick, you never have been and you never will."

Rick could only smile.

_And neither are you, _he thought inwardly.

"I…I'll be alright, I guess," he said weakly. "I'll just need a little time, that's all. But there's just going to be so much to deal with now-the funeral, the wills, dealing with Bobby and Leah…I…"

* * *

_**Heaven's gates won't open up for me  
With these broken wings I'm fallin'  
And all I see is you  
These city walls ain't got no love for me  
I'm on the ledge of the eighteenth story  
And oh I scream for you  
Come please I'm callin'  
And all I need from you  
Hurry I'm fallin', I'm fallin'**_

* * *

"…I'm just not sure I can deal with it right now," he finished.

"Then don't worry about it," Alyssa insisted. "Just take it easy, and rest. Just leave the rest to us."

* * *

_**Hurry I'm fallin'  
**__**All I need is you  
Come please I'm callin'  
And oh, I scream for you  
Hurry I'm fallin', I'm fallin', I'm fallin'**_

Eventually, Rick's friends had left for the evening, with Julia the last one to leave, assuring everyone that she would be right nearby if Rick needed anything.

Rick heard footsteps and a slamming door, before he finally changed into his pajamas and rolled into bed, easily falling asleep.

As Rick fell asleep, his mind opened its connection to the Mindscape, even as the portal to the human world opened up.

Sleepwalker was going nowhere, staring directly at the portal leading to the Mindscape, waiting and watching.

The alien did not have long to wait before the thing slithered into Rick's mind. The dark, ugly brown thing looked like a cross between a millipede and a scorpion, all shell, scuttling legs, deadly poisonous tail, and pincers, except for the hideous face which was a horrific cross between a crayfish and a lobster.

Minds weakened by trauma or grief were an open invitation to predators of the Mindscape.

Cannibaks were among the worst of the lot, creatures that existed simply to feed on the pain of victims who had suffered some sort of trauma. The ugly things were some of the most disgusting parasites in the Mindscape, monsters that stimulated nightmares in the minds of their victims to generate more pain and horror to feed on.

_"Sssleeepwalkkker…" _the thing hissed as Sleepwalker rose to confront it. _"I feeeeeddd…unnnnexpeccted part of the meeeallll…."_

The thing lunged at Sleepwalker with blinding speed, but to the guardian of the Mindscape, it seemed to be moving in slow motion. As Sleepwalker flew above it, he unleashed a devastating blast from his warp beams, tearing the monster's shell open and causing it to scream in pain. Sleepwalker plunged down and delivered a vicious double stomp to the injured area, causing the cannibak to howl again. Its venomous tail flicked at Sleepwalker, but the alien calmly caught it and flew into the air, twisting a complete circle and dislocating the cannibak's tail with a sickening crunch.

Writhing in agony, the cannibak twisted around and tried to slash Sleepwalker with its pincers, but the guardian of the Mindscape caught one and wrenched it wide open, breaking the monster's arm, even as his warp vision tore a long gash in the other.

Sleepwalker proceeded to viciously pound the monster for many minutes. He finally appeared to fling the maimed creature back into the Mindscape, but only caught it halfway, pulling it back in and beating it mercilessly for many minutes more.

_"Lllliiivvveee…yieelllldd…" _the cannibak hissed weakly. _"I…yield…Imaginator…capture me…" _

_"I do not have an Imaginator," _Sleepwalker said harshly. _"And I shall let you live, as a warning to any and all who would dare to invade this mind." _

So saying, Sleepwalker contemptuously flung the battered creature back into the Mindscape.

It went on for the next several hours, the monsters and demons of the Mindscape sought to prey on Rick Sheridan's weakened mind, before being beaten to within an inch of their lives by Sleepwalker and thrown back into the Mindscape.

One final creature entered Rick's mind. Sleepwalker rose to confront it, before he recoiled in surprise at the new arrival-another of his race.

_"Esk'odin!" _he greeted his fellow Sleepwalker. _"What brings you here?"_

_"You do not seem particularly enthused to see me," _Esk'odin answered in the Sleepwalker tongue. _"I have come seeking answers as to why so many maimed and injured monsters of the Mindscape seemed to be thrown out of this mind and set adrift, without being banished by an Imaginator." _

_"I have no Imaginator," _Sleepwalker answered, _"and you know well what happened to my old one. I lack sufficient energy to craft a new one for myself. Indeed, it is I that has been beating those creatures. Am I not following the Sleepwalker code? Need I justify protecting an innocent mind?" _

_"Certainly not," Esk'odin _replied. _"I sought merely the answer to what was happening. Certainly, now that I know that it is you, Terren'sk-" _

_"I request a favor," _Sleepwalker said bluntly.

_"What is it?" _

_"You know well that I am bonded to the consciousness of this human," _Sleepwalker replied. _"His mind has suffered a great trauma, one of several, and it has attracted the monsters that we have devoted our lives to battling. I shall seek out and punish the villain responsible, whoever it may be, so as to bring some healing to his troubled soul. However, I cannot leave this mind unguarded, as I may only leave when the human is asleep, and when it is vulnerable to the predators of our realm. Therefore, I ask you to remain in this mind in my stead, guarding it until my return." _

_"If that is what I must do," _Esk'odin nodded. _"You are leaving, then?" _

_"Not tonight," _Sleepwalker shook his head, _"for there is not enough time remaining before the human will awaken. Please return tomorrow night, when next the human sleeps." _

_"We are still seeking a way to break the bond, Terren'sk," _Esk'odin told him.

Sleepwalker did not reply, turning around and looking away, before Esk'odin returned to the Mindscape.

* * *

The thing hissed and spat as it came back to life. A nightmarish laughter echoed through the storm drains, the same kind of laughter that had rung through the Wind Song Bed and Breakfast like a death knell for the monster's victims.

Before what had happened, the creature had preyed on defenseless victims before. But now, with the power at its disposal, it could do so much more.

So, so much more.

Its first major strike had sent a ripple of fear throughout New York, according to the newspapers it had found on its latest victim.

Tommorow night, it would strike again.

And let them know fear.

* * *

Rick's next day passed much the same as before, Alyssa and the others looking after him, even as a steady stream of visitors came to offer their condolences. His landlords the Epsteins, old friends of his mother's from the theater, even Willie Lumpkin the mailman all paid him a visit. He was up and walking about again, although he had asked his friends to keep the _Daily Bugle _away and keep the television turned off.

Gwen stopped by again, this time to speak to Alyssa about the performance.

"I told them you wouldn't reconsider," she told Alyssa, who was cooking some Kraft Dinner on Rick's stove when she came in. "They want you at the show tonight, and-"

"-and I have more important things to worry about right now," Alyssa answered without even looking up.

"That's what I told them," Gwen insisted. "But Miss Rachel said you're still going to get an F for this."

"She's had it in for me ever since I beat her niece in that dance contest when we were sixteen," Alyssa said in disgust. "Never wanted me in her class in the first place, and she doesn't exactly want you either, since she knows we could both dance circles around her even if we were hopping on one foot. Even worse is Sabra, her little teacher's pet. Sabra dances like a crippled horse, and Miss Rachel still gives her top marks."

"But you're still giving her a golden excuse to screw you over," Gwen said.

"Like I care," Alyssa spat.

* * *

Once again, Julia was the last one staying with Rick, assuring him she would be right nearby if he needed anything. Again, Rick heard the footsteps and the slamming door, before he settled down to sleep.

With Esk'odin protecting Rick's mind, Sleepwalker manifested in Rick's apartment and headed for the living room, preparing to set out into the night.

"Rick, you don't need to do this," Sleepwalker suddenly heard a voice behind him.

Whirling around in alarm, Sleepwalker was flabbergasted to see Julia walking towards him, coming into the living room from the main hall.

_"I…I heard the door slam," _the alien said in confusion and alarm, unsure of what to do.

"Remember when you rescued me from Lightmaster?" Julia asked him. "How the door was flung open when your body was at the bottom of the stairs, Rick? I knew you transformed yourself, and just threw the door open to make it look like you came in. I just slammed the door to make it sound like I'd left."

_"I…Rick? Why are you calling me Rick?" _Sleepwalker asked in confusion.

Now Julia was the one struck speechless.

"Are…you…I mean…"

_"I am not Rick Sheridan in a costume, if that is what you are wondering," _Sleepwalker informed her. _"Nor does he have any superhuman abilities. He is an ordinary human, just as are you." _

"Then…wh-what…are…you?" Julia finally managed to ask. "If you're not Rick, and not part of any powers of his, then what **are **you?"

_"It…is a very long story, and one I do not have time for," _Sleepwalker answered hesitantly. _"Should you wish more information, I would advise you to speak to Rick himself when he awakens." _

"No, I want to hear it from you," Julia insisted. "I know you're not evil-you wouldn't have saved my life, or Rambo's life, or Rick's life, for that matter, by fighting Lightmaster. You've helped a lot of the people I've worked with, especially the street people. They say you've protected them. I know you're not evil."

_"Why have you not spoken to Rick about this?"_ Sleepwalker asked.

"I was afraid of how he might react," Julia answered. "I didn't want to make him any more stressed and confused than he already was as a superhero-that was what I thought upset his life so much. I thought that he'd tell us when the time is right. I only confronted him now because I thought Rick would be going out to hunt whoever killed his parents, and seek revenge."

_"I seek not vengeance, but justice," _Sleepwalker corrected her. _"Perhaps then, with closure, Rick's wounds will be able to heal, and he will be able to move on with his life." _

"But what are you?" Julia asked.

_"It would take too long to explain for the moment," _Sleepwalker told her. _"Suffice it to say that I am a silent protector, a guardian in the night. I confront the stalkers, the murderers, the rapists, the thieves, and others who would prey upon the innocent. Any who would harm my charges, in whatever world, shall face my wrath…just as the murderer of Rick Sheridan's parents shall feel my anger." _

"So, you…" Julia started.

_"We shall speak again," _Sleepwalker said calmly. _"I shall explain my true nature to you, if you are so inclined. But I must find this murderer and bring him to justice, before he harms any other defenseless victims, who may well be the people you care about or help in your work." _

So saying, Sleepwalker opened the patio and closed it behind him, before flying off into the night.

* * *

The instant Sleepwalker took to the air, he felt it, a vague, disgusting sensation of horror, of rage, of perversion and depravity.

The feeling reminded him of Cobweb…but this was different somehow. Sleepwalker still felt the same loathing and repulsion he had come to associate with Cobweb, but there was something blurred, something vague, indeterminate.

It felt like a creature of the Mindscape.

…or did it?

Whatever it was, Sleepwalker knew that it was what had destroyed the Wind Song Bed and Breakfast.

And he knew he could track it.

His search led him to Times Square, a busy and occupied place at any time of day or year. Everything seemed normal, or as normal as it got in New York, with people and cars passing by, until…

There it was.

Sleepwalker flew down immediately and confronted the dark-haired man as he prepared to cross into the street.

They stared at each other for a moment.

"This will make things most interesting," the man said, as his form began to shimmer and fade. The man soon vanished, and was replaced by…

The thing stood six and a half feet tall, its skin the dead white of human bones. Its limbs were long and gaunt, but rock-hard and thickly muscled. A thick shock of red-orange hair sprouted from the top of its grossly oversized head, framing the maniacal green eyes, fin-like growths sprouting from either side of the head, the long and wide, skull-like face, and the wicked grin, marked with orange fangs each the length of a man's finger.

Parallel bone growths grew along the length of its upper torso, continuing over its shoulders and down across its back, tapering in a series of vicious spikes the length of a man's forearm. Smaller spikes and thorns sprouted from all over its body, even as its fingers and toes ended in wicked talons. The tattered and worn clothes of others clung to its body, scavenged by the monster from its previous victims in a ghastly costume.

"_What are you?!?" _demanded Sleepwalker in revulsion and horror.

"_My name is Psyko," _the thing rasped. _"I am you and you are me. And now, you die." _

(_**Next Issue:**_ Sleepwalker faces his most powerful adversary yet in a devastating battle that rages across New York, in a bid to avenge Rick's parents! But what is Psyko? Where did it come from? All this and more in _Sleepwalker #20:Hell to Pay!_)

* * *


	21. Hell to Pay

_He who fights with monsters must take care lest he thereby become a monster. And if you gaze for long into an abyss, the abyss gazes also into you.  
**-Nietzsche**_

Sleepwalker recoiled in horror at the monstrosity in front of him. The repulsive stench of Cobweb's dark energies were all over the thing, but its eyes glowed with a depraved madness all its own.

"_My name is Psyko," _the creature rasped. _"I am you and you are me. And now, you die." _

Sleepwalker made no response, save to charge at Psyko, his punch aimed right between its demonic eyes.

Psyko quickly ducked under Sleepwalker's blow with inhuman speed, before ripping into Sleepwalker's torso with his talons. As the guardian of the Mindscape staggered, Psyko's eyes glowed, releasing a sickly wave of green energy that oozed over Sleepwalker.

Everything seemed to go blank for a moment-Sleepwalker was at once deaf and blind. Then, all of a sudden, the laughing began. Sickening, twisted, maddening laughter that was everywhere and nowhere, echoing in Sleepwalker's ears and mind even as a piercing scream tried to force its way up from his throat like a wriggling, living thing struggling to burst free.

Then the images began. Images of Sleepwalker entangled and trapped in Cobweb's tendrils, wrapped around his neck like a gallows noose, even as Rick, Alyssa, Sv'ara and the other Sleepwalkers, Rick's parents, Peter, Gwen, Julia, Cyrus, Red and Kenny were all lashed one after another to wooden stakes, ready to be burned alive.

They were all there: 8-Ball, the Chain Gang, the Ringer, Spectra, the Thought Police, the Bookworm, Lullaby, Cobweb, even Lightmaster and Hellrazor. Above it all stood Psyko, as a perverted master of ceremonies, grinning with a face that reeked of insanity, edging on his minions as they began to light the torches.

All Sleepwalker could do was watch in horror as they were burned at the stakes, every one of them.

Writhing in agony, all he could hear were the screams and laughter.

_Screams and laughter…_

* * *

SLEEPWALKER #20

"HELL TO PAY"

* * *

Even as he struggled to free himself from Cobweb's tendrils, Sleepwalker was vaguely aware of something hitting him hard across the face, and of flying before the air before crashing against something cold and hard, and slumping to the ground. Thrashing mightily to free himself, Sleepwalker was nearly smothered by Cobweb's tendrils as they wrapped around him, the screams and laughter still ringing in his ears.

_What…no!_

_No!_

Sleepwalker's fist lashed out and caved in the car door, the loud smashing noise bringing the alien back to his senses. Dull pain resonated in his back and jaw as he realized he was lying on the pavement next to a badly dented car. Shaking his head, the alien leapt to his feet, looking around frantically for Psyko. Whatever the monster had done to him, Sleepwalker knew he had to be stopped...

_Was that what had happened to his victims? _the alien wondered to himself.

Psyko had flown to hover over Times Square, radiating the same sickly-green light from his eyes that reminded Sleepwalker of his own warp vision. All of a sudden, a loud, piercing screeching sound echoed through the air, as the cars passing through the intersection suddenly seemed to take on lives of their own, their engines roaring and tires squealing to wake the dead. Flying to confront Psyko, Sleepwalker could only watch in horror as the cars suddenly accelerated on their own and crashed into one another in a horror of twisted metal and shrieking engine noise, before their gas tanks exploded, engulfing the whole tortured pile of wreckage in a hellish fireball, the screams of the humans trapped inside ringing in his ears.

Even as this happened, Psyko continued to spread his vision over the horrified passerby as Sleepwalker finally bore down on him. The humans began writhing and screaming, some babbling incoherently, others shouting in rage, running to and fro in a mad rush. One young woman screamed to someone to get off her, while an older man ranted and raved about the bullets and the fire in the trees, even as a child ran around helplessly, begging for his parents.

_They were having nightmares, _Sleepwalker realized. _What is this demon-_

_"I sense a kindred spirit," _Psyko hissed as he came down to confront Sleepwalker. _"Join me, then, and together we will do what is meant to be done." _

_"This madness ends now!" _Sleepwalker said in a fury, warping a streetlamp into a scything blade and sending it slashing down at Psyko. Caught off guard, the monster could only twist as the blade tore into its back, howling in pain as it fell to street level. Wasting no time, Sleepwalker shredded another streetlamp with his warp vision, tearing out the bare wires and ripping up the pavement to expose the buried power cables that provided electricity to all the streetlights in Times Square. The live wires, sparking and burning with electricity, lashed Psyko like a scourge as he screamed in agony, before Sleepwalker then wrapped them around his foe. In a heartbeat, Sleepwalker then broke open a fire hydrant, warping the water so it showered down on Psyko and shorted out the wires, electrocuting the monster with enough energy to light up the whole square.

Gasping in pain, Psyko flexed his muscles and turned his greenish eyebeams on the wires, ripping them apart and breaking himself free as he rose up again. His green vision then focused on a gasoline truck further down the street, causing it to roar to life and charge like a bat out of hell at Sleepwalker, who was forced to let up his attack and dodge. All of a sudden, the thing rolled over and landed on its side on the pavement.

It was only too late that Sleepwalker saw the spike that Psyko had warped out of the pavement, that tore into the metal shell of the truck and sparked as it scraped against the metal.

He was completely engulfed in the flames as the truck exploded into a massive gasoline-powered fireball.

* * *

It was a beautiful day, with the sun shining and the birds singing as young Jeremy Roscoe played in the backyard of his quiet suburban home with his parents. Jeremy loved spending quality time with his father, good old Charles Roscoe-the two were extremely close, best friends as well as father and son.

Jeremy's mother, Aileen Roscoe, smiled warmly as she videotaped her husband and son playing without a care in the world.

"Thanks so much for showing me how to do this, daddy," the eight-year old Jeremy chuckled. "I never knew this could be so much fun!"

"Well, it is!" Charles laughed, as he put the next toy into Jeremy's hand. "Just push the button, son, and-"

Jeremy pushed the button, laughing merrily as his eyes sparkled with joy.

The boy couldn't have imagined how much fun blowing up frogs, squirrels and other small animals with firecrackers and nitroglycerine could be.

* * *

Sleepwalker's cry was lost in the crashing roar of the explosion and the hellish glow of the flames as they rose into the evening sky. Psyko watched for a moment, the fire reflecting off his skin, eyes and fangs. His maddened human victims erupted into a riot, screaming and moaning as they suffered from hallucinations, their worst terrors forced to the forefront of their minds. The screams of the monster's puppets resonated with the burning flames, the chaotically flashing lights of Times Square that Psyko had maddened with his eye-beams, and the roaring of the broken engines from the mountain of bloody wreckage at the center of the square all came together in a living nightmare, with him as its creator, its master, the end and the beginning of the terror.

It did not take long for the demonic creature to fly off, eager to cause more mayhem.

Sleepwalker roared out of the inferno, his burn-scarred body and clothing still aflame as he quickly subdued the riot-goers with his warp beams, before taking off after the monster.

Whatever Psyko was, Sleepwalker knew it had to be stopped.

* * *

Paul recoiled, tears in his eyes, as Jeremy casually came up to him, walking as easily as if he were taking a stroll through the park on the clear, sunny afternoon.

"Paul, buddy," Jeremy began. "Why'd you need to tell anybody about our little arrangement? Surely two hundred bucks a week can't be that hard to come up with?"

"I…can't…" Paul shivered, even as Jeremy sat down on the bench and put his arm around him.

"Now, now, two hundred dollars should be loose change for a rich kid like you. What I don't get is why you told the principal about the deal we made," the thirteen-year old Jeremy shrugged, sincerely hurt. "I mean, your family seems so nice-your mother, your sisters…I mean, you just seem like such nice people!" he said with a smile. "So why'd you need to bring the principal into this?"

Paul simply sat rooted to the spot.

"Tell you what, Paul," Jeremy said, patting him on the shoulder. "Just tell the principal you were making stuff up, that you did it on a dare. Then we'll raise our deal to, say…four hundred a month, and we can put this little unpleasantness behind us. Otherwise…"

All Paul could do was nod, swallowing hard.

"That's my boy!" Jeremy encouraged him, giving him a friendly pat on the shoulder. "See, you're cool! You know not to snitch on a guy! I mean, I really, really hate snitches," Jeremy gently reminded him.

Paul swallowed again.

"See you later," Jeremy finally grinned, getting up and walking away.

It was a long time before Paul could muster up the courage to get up and leave.

* * *

The clubgoers were shocked as Psyko smashed through the roof of the building and stood hovering above the dance floor, and then maddened as the monster turned its eyebeams on them, and then upon the strobe lights and stereo equipment, bringing to life a chaotic, discordant nightmare of sound, strobe lights, screams and puppets, forced to relive their worst fears and horrors. Psyko concentrated, leading the drunkenness and drug highs of some of the club goers to burst into horrible violence with guns and knives, the creature grinning as he watched the carnage.

Sleepwalker plunged into the club a moment later, as Psyko whirled around to face him. The alien hero wasted no time, warping one of the metal catwalks into a massive spiked club that swung out and smashed Psyko full on. Battered and bloodied, Psyko could not prevent Sleepwalker from grappling him. The alien flew down at breakneck speed, piledriving Psyko head-first into the solid concrete floor of the club.

Concentrating again, Psyko issued mental commands to his puppets, who all attacked Sleepwalker at once, piling on as the monster struggled to his feet. As Sleepwalker struggled, trying not to hurt Psyko's human victims, the monster struck him with his eyebeams again. Sleepwalker buckled as the nightmares returned, but now, having been affected once, the guardian of the Mindscape was better able to resist.

He sensed something evil and perverted probing into his mind-Psyko was trying to command him, to make him obey.

Easier said than done when the victim was of a race that existed to protect the minds of the innocent, and had spent untold centuries doing so.

If Sleepwalker had learned from the last time, so had Psyko, and he soon broke off his mental command. While his foe was occupied subduing the clubgoers without hurting them, Psyko concentrated on the stereo system, causing it to unleash a hellish blast of sound that knocked Sleepwalker off his feet, briefly stunned. Wasting no time, Psyko quickly warped the floor beneath Sleepwalker, raising the alien and smashing him into the ceiling, before warping the ceiling and then crushing Sleepwalker back into the concrete floor.

Following up his advantage, Psyko turned back to the electrical system, his eyebeams ripping out a mass of bare wires that slithered and writhed towards Sleepwalker as he struggled to regain his feet, wrapping into him and cutting him like razor wire, before Psyko supercharged the electrical system, electrocuting Sleepwalker brightly enough to light up the entire club, before Psyko took off again.

Tearing himself free, Sleepwalker set about subduing the clubgoers with his warp beams, heedless of his electrical burns or the blood that fell from his wounds.

* * *

The sixteen-year old Christina suddenly jumped and whirled around, sensing it again.

There Jeremy was, calmly eating a sandwich on the bench in the middle of the school's outside quad, enjoying his lunch like any student.

Shivering, she went on to her next class.

Later that evening, as she was on her way to soccer practice, she noticed Jeremy sitting in the stands at a nearby game, cheering wildly and waving hello to her as she passed by.

It was all she could do to avoid screaming.

Finally, later that evening, passing by the front window of her home, she saw Jeremy standing at the corner of her street, calmly leaning against the street sign.

Waiting.

And watching.

"Is something the matter?" Christina's father asked her with concern, noting his daughter's worried stare out the window into the evening.

"There…" Christina said, turning around to face him.

When she turned back, Jeremy was gone.

* * *

The rotting stench of the Mindscape energies of hatred, malice and sadism that clung to Psyko resonated like a beacon to Sleepwalker, and the alien knew he could trail the monster wherever he ran.

Even without it, the alien could follow Psyko's trail by the maddened wreckage and machinery the monster left in his wake, and the suffering people who had been afflicted by his madness beams. The police and the riot squad were out in full force trying to contain the riots, struggling against an overwhelming tide of malice and chaos. So far, Sleepwalker had seen Spider-Man, Moon Knight and Daredevil helping the police keep some of the most violent rioters under control, using everything from spider-webs to sleeping gas to disabling martial arts moves to subdue them.

At first, Sleepwalker thought of descending to help. Then he was gripped by a sudden rage, even as grief and anger began roaring at the back of his head.

There was no telling what might happen unless he stopped that maniac.

Bearing down on Madison Square Garden, Sleepwalker finally caught up to Psyko, catching the monster by surprise and warping an already wrecked streetlight to entrap him, applying further pressure to keep Psyko from resisting.

Finally, Sleepwalker faced the monster, ready to dodge if Psyko should blast him again.

"_What are you?" _Sleepwalker demanded angrily.

"_I am here, enlightened and clear, for the face of the nightmare is never shown until used," _Psyko leered in return.

"_Are you a demon of the Mindscape? Do you come from Cobweb?" _the alien shouted, keeping the pressure on Psyko with the warped lamppost.

"_In a way, my…brother? Yes, 'brother' will do," _Psyko giggled. _"I am had and engendered by that great power that be, which has brought my monstrous birth to the surface and brought my true colors to the world's light." _

Sleepwalker was about to ask something else, but then he was forced to dodge as Psyko warped the traffic light, turning it into a hideous mess of jagged blades and barbed edges that tore straight at him. The alien's reflexes saved him from being impaled full on, but not from having his side and thigh torn open by the depraved weapon. Furiously, Sleepwalker warped the thing right back, crafting it into a spiked club that smashed Psyko full across the face. Stunned, Psyko could not avoid being grabbed by Sleepwalker and thrown full out into the brutally unforgiving pavement less than twenty feet below, which Sleepwalker then warped into more fists and clubs to pulverize the villain and entrap him.

In response, Psyko blasted the pavement, sending it flying in a twisted storm, pummeling Sleepwalker and cracking his jaw. As the alien recoiled, Psyko blasted a Hummer with his madness beams, bringing the machine to life with a piercing howl from its engine, a banshee-like screech from its tires, and blaring, chaotic music from its radio. The vehicle charged full out at Sleepwalker, smashing him head-on into and through the walls of a nearby restaurant, before then crashing out the back, finally stopping and sending Sleepwalker flying to land on the pavement.

Half mad with rage, Sleepwalker took to the air, taking the Hummer with him. The blood roared in his ears, he could feel his heart pounding like a jackhammer, and the searing pain in his whole body was a constant burning threat. Grief and anger, for reasons he did not fully understand, were all that occupied his mind.

He knew then and there that he would bring Psyko to justice.

Or die trying.

Again Sleepwalker caught up to Psyko just outside Madison Square Gardens. Raising the Hummer above him, Sleepwalker flung the huge machine at Psyko. As it crashed into his foe, Sleepwalker then used his warp beams on the machine, agitating its oil tank and then warping the structure of the truck.

For the second time that night, New York was lit up with a fiery explosion as Psyko was engulfed in the flames. He then howled in agony as the warped truck, its metal red hot with fire, suddenly stabbed him from a dozen different angles, tearing long, burning gashes in his body.

Angrily, Psyko ripped free of the flaming wreckage and flung it away, before maddening many of the cars in the parking lot of the Gardens, preparing to send them crashing into the coliseum.

Flying to ground level, Sleepwalker quickly raised a barrier to block most of the cars, although it took him precious seconds to craft the barrier. Spinning around, he was helpless to avoid the massive truck Psyko had maddened.

Slammed by the truck, Sleepwalker crashed into and through the wall of Madison Square Garden, stunning the patrons and staff inside. Some screamed and ran, others shouted with excitement to watch the battle, others simply froze.

Almost all the humans fled when Psyko roared into the Gardens, using his madness beams to drop the entire front wall on Sleepwalker, before further warping the rubble in an attempt to crush his alien enemy.

Debris flew everywhere as Sleepwalker emerged from behind the wreckage, having dug his way out with his warp beams, before he seized a massive steel table from one of the concession stands and then charged at Psyko. Dodging Psyko's eyebeams, Sleepwalker smashed the creature once, twice, three times, before finally sending him flying with a devastating two-handed blow. Tossing the table aside, Sleepwalker roared after the monster.

Sleepwalker's injuries, enough to kill any three human men, were hardly even felt by the alien as he tore off after Psyko.

All he could think of now were Bill and Florence Sheridan.

* * *

"Looks like we got some new meat," Gary grinned as the young men were led into the common room. Juvenile hall was a vicious, unpleasant place at the best of times, and an absolute nightmare at worst. The huge, tattooed former basketball player ran the hall like his own personal fiefdom, and always made sure the new inmates knew their place.

Jeremy looked around wide-eyed, his grin as bright as if he had been let into a candy store.

"Dad was right," he said to no one in particular. "This'll **really **make a man out of me!"

"Hey!" Gary called out to Jeremy, who turned around in surprise.

"This your first time, rookie?" Gary demanded.

"You bet!" Jeremy said excitedly. "I can tell, you'll make a great lieutenant-"

Gary's eyes flared angrily, as the other boys, terrified of their boss's rages, braced themselves. Gary always chose one new boy to make an example out of, just to keep the rest of the inmates in line.

"I run this place, kid," Gary said coldly. "And nobody talks to me like that on my turf. That's why you're going to get down on your knees, and-"

A split second later, Gary was on his knees, howling in pain as he tried to stem the flow of blood from the vicious cut on his chin, as Jeremy expertly twirled something in his hand.

"Prison Shanks 101, boys," Jeremy lectured the stunned inmates. "Strips of washcloth work great for keeping the blade from cutting up your mouth while you carry the shiv around inside," he said in a matter-of-fact tone, demonstrating the piece of windshield glass he had wrapped inside the facecloth.

"You can slide the cloth up or down the blade, as much as you need, so you can hide it under your tongue," he informed them. "And glass can get past the metal detectors."

"I'd like to make friends with you guys. You want to be my friends?" Jeremy asked innocently.

The other inmates all scrambled towards him, falling all over themselves to curry Jeremy Roscoe's favor.

_Thanks so much, Dad, _Jeremy thought with a grin. _I knew all those tricks you showed me would come in handy. _

* * *

The two combatants pummeled each other viciously as they drifted over the New York skyline, both bloodied and battered with injuries that would have killed any ordinary human. Psyko tore at Sleepwalker with wicked claws and fangs, and Sleepwalker responded with bone-crushing punches and grappling moves that would have broken the limbs of any human.

Sleepwalker's bones were breaking, his muscles were tearing, his skin was burned and charred, blood poured from open wounds, his nerves were rubbed raw and on fire, his breath was coming in long, ragged gasps.

The only things in his mind were Bill and Florence Sheridan, dead center.

The glimmer of the city lights on the water caught their attention, as their fight now came down to the docks. Breaking free, Psyko flew towards the loading cranes used to lift heavy freight, maddening the heavy machinery and bringing it to life with a piercing, maddened screech. The cranes all swung at Sleepwalker in a frenzy, but the alien dodged and spun around every single attack, before finally seizing one of the cranes and ripping it off its moorings. Psyko flew upwards to avoid Sleepwalker, using the cranes to screen his foe, but Sleepwalker simply flew up and around them, before swinging the crane he carried at his most hated of foes.

Psyko was hit with a bone-crunching line drive that sent him plummeting into the water, stunned. Immediately, Sleepwalker set to work warping the water itself, whipping the tides into a frenzy and creating a massive undertow that left Psyko helpless, being thrown around too fast and too hard to concentrate enough to break free. Sleepwalker developed a piercing headache from the sheer amount of warp energy he was expending, but he barely felt it.

Eventually, at his command the waves brought Psyko up to him again, before Sleepwalker smashed the murderous thing one more time with the crane. Finally, Sleepwalker warped the water one more time, trapping Psyko in a prison of ice and finally washing the battered creature up on shore, as he flew down to confront it, tossing the crane aside.

* * *

Jeremy Roscoe loved his work. He was a consummate company man, always ready and willing to do whatever the boss said, and he did his job very well.

Whether it came to leading his street gang, or working for the Kingpin, he aimed to please.

"Ned, can you hit that James Taylor CD for me?" he asked politely, as he continued tying things up.

"I just wanna stop…and thank you baby," he sang cheerfully as he looked over his latest assignment.

"Ohhh yeah…how sweet it is to be loved by you," he grinned, as he finished preparing it.

"James has it so right, you know?" Jeremy said to Ned Leeds, Stan Carter, and the rest of his buddies. "You've gotta take life slow, simple and easy."

"Just like you," he addressed Detective Brian DeWolff of the New York City Police Department. "I mean, you get so determined to bring us in, work day and night to hinder our work; that kind of stress can give a guy ulcers! Just take it one day at a time, man…take it easy and relax."

"Play _Carolina in my Mind, _will you, Stan?" he asked, as his lieutenant obediently brought it up on the CD player.

"This is my favorite working music," he grinned as he raised his weapon.

Baseball bats wrapped in razor wire were one of Jeremy's favorite tools of the trade.

"We're working men, guys," Jeremy reminded his friends. "You need to take pride in your work. If you find a job you love, you'll never have to work a day in your life," he continued as he worked, the police detective's screams nearly drowning out the James Taylor music.

Jeremy sighed wistfully. The time went by so fast-first a stint or two in juvie, then using his buddies as the core of his gang, and now working for the Kingpin even as they continued their regular business.

_I love this job, _he thought to himself.

"Don't forget, guys; when this is finished, we find out which of our 'clients' squealed on us. I mean, if they have a problem, they should be able to solve it themselves, right?" he finally said when he stopped to take a break.

"How are we going to do it when we do?" Ned asked him. "Home invasion, arson, kidnapping?"

"All of the above," Jeremy decided after a moment of thought. "And not just the ones who squealed on us, either-pick a few of the others at random, let 'em know where we stand."

* * *

Torn, bleeding, broken and exhausted, Sleepwalker finally came down to face Psyko, beaten into submission, even as police sirens were visible in the distance.

_"Why do you do this?" _he asked the monster. _"Why do you cause these nightmares, this fear, this terror, against those that cannot fight back?" _

_"Why do you fight me, brother?" _Psyko gasped back at him. _"Those hidden terrors, the fears in your mind, I bring them to life, I am the living nightmare. I do these things so that my life may have meaning." _

Thoroughly repulsed, Sleepwalker glared hatefully at his foe, staring right into the monster's eyes.

_"I know what you are," _Sleepwalker said with grim determination. _"Your victims-none of them could fight back, could they? You made them your puppets, subjecting them to their worst fears even as you controlled their bodies. You made them prisoners of their terror, master of life and death, taking control of their very lives, leaving them nowhere to run and nowhere to hide." _

_"You and I…" _Psyko hissed. _"We are intertwined…just as you became one with this world, so did I become one with yours, when the gateway was opened. This is what gives both our lives meaning, brother," _the hideous thing finished, giving a frightful leer.

Sleepwalker suddenly understood.

_"The blast of evil, tainted energy that Cobweb channeled from the Mindscape," _he stated. _"You were the only human criminal to survive it. Your mind, then, was warped enough to absorb all that hate, all that depravity, all that sadism, and it transformed you into…"_

_"Two sides of a mirror," _Psyko rasped.

_"This is not over," _Sleepwalker warned the monster. _"Wherever you go, wherever you run, I will find you. You claim to be a silent terror, a stalker in the night…wherever you go and whatever you do, I will be there to fight you to the very last. Consider, as the police take you away, how you fare against someone who is not afraid of you, who knows your secrets, and can fight you on even terms." _

_"I shall be waiting…brother," _Psyko snarled as the police officers came up. Over a dozen members of the NYPD Superhuman Activities Unit advanced on the two combatants, with Detective Cecilia Perez and Captain Jean De Wolff, the unit's leader, at their head.

"So, this is what caused the shitstorm tonight?" Captain DeWolff asked Sleepwalker, gesturing at Psyko.

_"Indeed he is," _Sleepwalker responded. _"He is the cause of the madness, the terror, the carnage." _

"And what about you? Do you even know how much damage you caused with those eyebeams of yours?" one of the officers demanded.

"Can it, O"Leary," Detective Perez ordered him. "Property damage is one thing, causing the deaths of at least twenty people is another. If Sleepwalker hadn't stopped this maniac, how many more people do you think might be dead?"

The officer had no reply.

Nor did Sleepwalker, for that matter, who looked at Detective Perez curiously.

"You certainly **look **like you and that skull-faced psycho tore up half of Manhattan," Captain DeWolff noted calmly, taking stock of Sleepwalker's injuries. "I don't know if we'll be able to get you to the hospital-"

_"I need no medical attention," _Sleepwalker said quietly, as a terrible weariness overtook his exhausted body. _"Nor, however, can I help restore some of the damage I have done. I wish merely to be left in peace." _

"Don't worry about it," Detective Perez assured him. "A lot of your fellow capes have been helping to clean up the mess and get the riots under control. I don't know if any of them might have been able to stop this…whatever the hell it is," she said, gesturing at Psyko, who merely stared back impassively. "How are we going to haul him in, anyway?"

"Use that heavy-duty crane we got for lifting the Rhino," Captain DeWolff answered. "It'll be enough to carry him until the guys from the Vault get here."

"And you," Captain DeWolff said to Sleepwalker. "We owe you one. If you hadn't stopped this lunatic, there's no telling how much more mayhem he might have caused."

Those words stayed with Sleepwalker as he sat atop the Brooklyn Bridge that night, gazing on the stars as they reflected off the East River.

Elsewhere, in his apartment, the sleeping Rick Sheridan felt a sense of peace wash over him.

The ghost of a smile appeared on his lips.

(_**Next Issue:**_ Rick must begin to wrestle with the fallout of his parents' death, including commisserating with his brother and sister as old tensions come to the fore! Meanwhile, as Julia helps Dr. Charles Warren Fong prepare to sue Edward Lansky for plagiarizing his research, Sleepwalker must come to their rescue against a vengeful Lightmaster! All this and more in _Sleepwalker #21:Age of Enlightenment!_)

* * *

**Author's Note**

It should be noted that I did not create Psyko-as with most of the villains Sleepwalker has faced so far, save for the Ringer, Lightmaster and Hellrazor, Psyko is a creation of Bob Budiansky, creator of the original comic book series.

In my opinion, the SLEEPWALKER comics as written by Bob Budiansky are one of the most underrated series Marvel has ever produced. Excellent characterization, unique plotlines, background intrigue, and a highly original concept all combine to produce a comic series that is, in my mind, unfairly maligned by many comic fans. Regrettably, Tom DeFalco's idiotic "Sandman done right" comment saddled Budiansky with impossible-to-meet expectations and permanently biased many readers against the series.

While I have built on Budiansky's original stories, further fleshing out some concepts and re-imagining others, there are still many elements and themes my series shares with the original comics. The only original characters I have created are Julia, Cyrus, Kenny and Red, with some other characters borrowed from other series, most notably Spider-Man.

While I have borrowed many of Budiansky's ideas and made them my own for this series, I would be remiss not to recognize the debt I owe him for inspiring me to take up his characters and revive them in my work. For that reason, I owe him my deepest thanks. On what is almost the one-year anniversary of this series, it must be acknowledged that it would not be possible without Bob's imagination and creativity those sixteen years ago.

Special thanks also goes to Derrick Ferguson, who helped with the New York aspects of this issue in particular and for hosting my work at Avengers2000, Meriades Rai and Richard Green for all their assistance and support over the past year since I began this series, Dino Pollard for encouraging me to go to Avengers 2000, and to anyone who has reviewed or will review my work in the future. I am always eager and ready to hear readers' opinions and feedback-mail me at and let me know what you think!

Jared Milne

October 2007


	22. Age of Enlightenment

"Good morning!" Julia said brightly as Rick swung his apartment door open. "Are you…"

"Actually," he began tentatively, before a thin smile spread across his lips. "…I'm feeling alright, thanks. Is that-"

"The _Daily Bugle?" _she asked, walking in and putting the newspaper down on his table. "Yeah…Peter got some amazing pictures!"

Nearly floored, Rick could only stare in amazement at the paper in front of him, its headline screaming _**LIVING NIGHTMARE. **_Rick's mouth hung open as he read the headline, and examined the photographs underneath. Sleepwalker, marked with ghastly injuries, was viciously fighting with some..._good Lord, what the hell is that…__**thing**__…_over the flaming New York skyline. Other photographs detailed the wreckage left by Sleepwalker and Psyko's battle, the damage caused by the rioters, and the efforts of other superheroes to restrain the people suffering from Psyko's nightmares. The last picture showed Captain DeWolff directing the New York police's Superhuman Activities Unit as they hauled the frozen Psyko into a specially designed police wagon.

_You…Sleepwalker…_Rick thought in amazement.

He shuddered briefly.

_Take some of my mental energy, _he mentally offered to Sleepwalker. _Just…take whatever you need. I can't…I can't believe you…_

Briefly overwhelmed, Rick didn't notice Julia talking to him.

"Rick?" she asked him again.

"Yeah?"

"Are you going to be back in class at all? Gwen said Professor Warren-"

"I don't give a damn about him," Rick sighed. "This whole semester is pretty much a wash, given everything that's happened. Alyssa's coming over this afternoon after class with some forms for me to look over, about getting an exemption for this semester. Even if I was…"-he paused here-"**up **to it," he sighed, " there's no way I could catch up on my work and deal with everything else I've got to take care of."

Julia nodded sadly.

"Would you be able to come over on Sunday to help me with this stuff? You probably know more about this stuff-"

"Why not Saturday?" she asked.

"With Leah and Bobby in, I'm going to be-"

"Right, right," she nodded. "In that case…I'm sorry, but I can't, Rick," she shook her head. "I've got to meet with Dr. Fong to see about this Edward Lansky thing."

"Uh…are you sure that's a good idea?" Rick asked. "I mean, you've been trying to keep a low profile ever since that Lightmaster guy attacked you, and-"

"I know, but this is something I have to do. Dr. Fong and my mother go way back…he was almost like an uncle to me. To have his work ripped off by that no-good ingrate son of a…"

She took a deep breath.

"I'll be at the Van Buren Building from about ten to three-thirty, if you want to call me," she finished. "I can come over later, if you like."

"Well…maybe Monday might be better, anyway," Rick replied. "I'll need a day or two with Leah and Bobby, and-"

"I help you with the exemption forms, you help me with the Marlowe forms."

* * *

Sitting cross-legged within Rick's mind, Sleepwalker began to concentrate and draw upon some of Rick's mental energy to heal his wounds. The cool, soothing feeling washed over him like a gentle breeze, cleansing raw wounds and grisly scars from his battle with Psyko.

Normally, Sleepwalker would not do something like this-he had always drawn extra energy for his own use through Rick's connection to the Mindscape when Rick slept and he did not leave the mind. But now, with Rick's express permission, he did so. Skilled as he was in the ways of the mind, Sleepwalker would ensure that the worst Rick would suffer from his borrowing energy would be the need to go to sleep sooner than normal.

Even as he concentrated, the alien mentally noted what Julia had told Rick. Rick would likely go to sleep at that time, and Sleepwalker would be able to keep an eye on Julia in case someone like Lightmaster came after her again.

Settling back in to rest, Sleepwalker continued to absorb more of Rick's mental energy.

_It is most remarkable, _the alien thought, _how rapidly the condition of Rick's mind has stabilized. _

* * *

SLEEPWALKER #21

"AGE OF ENLIGHTENMENT"

* * *

Justin Hammer resembled his name. A fierce, flint-edged scowl, ice-blue eyes, iron-gray hair, a craggy face, and rock-hard muscles, toned to a Marine's edge even at an advanced age, all befitted Hammer's cold, hard, and austere figure. Hammer was the president, chairman, CEO and owner of Hammer Industries, one of the world's major technological companies. He was also the sole owner of the privately held corporation-Hammer had fired more than one vice-president on the spot for suggesting that he take Hammer Industries public.

Seated in the posh executive suite of his Wall Street office, Hammer stared intently at the man sitting in front of him. Dr. Edward Lansky sat stone-faced, unsure of what Hammer wanted from him.

He wanted to know why Hammer had called him, but wisely held his tongue.

No one **ever** spoke to Justin Hammer before he spoke to them.

"How is the recalibrating of the synthetic diamond proceeding?" Hammer finally demanded, a harsh Newport accent filling the room.

"Quite well, sir," Lansky said calmly. "Based on our previous experience with the first diamond, the one that was destroyed by that Selena Slate woman, we have recreated the diamond, and are currently giving it the same radio-spectral treatments we gave the first one, to pick up our research where we left off before the…incident. The data we gathered from our previous experiments has allowed us to rapidly catch up, although it must be said that the time spent preparing a new diamond and calibrating it with appropriate energy has set back our original schedule significantly, by approximately fourteen months."

Hammer merely nodded, as Lansky gave an inward sigh of relief.

"I understand that you have other affairs on hand with the light research you plagiarized from Dr. Charles Warren Fong. It is for that reason that I demanded you come speak to me," Hammer continued.

A flash of anger crossed Lansky's face, but again he held his tongue.

"Sir?" he began.

"I am, of course, aware that you have extrapolated on other aspects of Dr. Fong's research, aspects that have little to do with the different properties of the spectrum," Hammer said. "You have learned how to form solid objects out of light, correct?"

"And how to mentally control them," Lansky responded without batting an eye.

"Indeed. And you took your first 'field test' with your new technology, engaging with the superhero known as 'Sleepwalker' some weeks previous, I realize," Hammer continued.

"I…was unsuccessful, I admit," Lansky responded. "But I've been refining the technology, practicing with it-"

"And that, of course, is why I have not fired you for pursuing your own agenda on my time," Hammer said coldly. "You know, of course, of the 'alternative' business options I pursue, most notably with various super-powered operatives. I have heard tell that you may wish to join the ranks of my costumed agents?"

"Possibly," Lansky answered. "But this new technology I've been developing…I bet it could be used for military purposes. You could make a lot of-"

The mere fact that Hammer didn't explode like a volcano suggested to Lansky that he was intrigued by what Lansky was saying.

"Possibly," Hammer answered. "And, indeed, I have the perfect litmus test for both you and your technology. Dr. Charles Warren Fong is preparing to sue you and my company for plagiarizing his research and using it for military purposes. A lawsuit, should word of it get to the media, would not only sully my company's reputation, but also lead the curious to determine exactly what I am doing with that research. Times being what they are, those in the government who have given me my research contracts would prefer that media attention not be directed on their activities."

"And where do I come in?" Lansky asked.

"I know as well as you do the grudges you carry against Dr. Fong and the young woman who first exposed your plagiarism," Hammer said calmly, noting the sudden rage that appeared in the scientist's eyes. "I should think that, with your refined technology, you should be able to terminate him, as well as this Miss Winhill?"

Lansky nodded, his eyes gleaming.

"Do so, and your position shall be assured," Hammer said, his ice-blue eyes seeming to get even colder.

"Just a question, if I may," Lansky began.

Hammer sat impassively.

"Wouldn't it seem suspicious that a light-bearing villain murders Dr. Fong right before he sues your company for stealing his light-bearing research?" Lansky asked.

"I pride myself on my wise investments," Hammer replied calmly, not even blinking at the question. "A strong legal defense team has proven to be one of the wisest of all, and one that has paid dividends time and again. Some of the costumed operatives I employ, either to assassinate prominent rivals, activists or politicians who hinder my activities, or perform various other acts of sabotage or kidnapping as I require, are inevitably defeated. Quite often, these illegal activities could be traced back to me, but my lawyers are paid very, very well for their results."

"Similarly, I choose my operatives based on their discretion. Should you be defeated, know that you will be left on your own. Needless to say, very unpleasant things will happen to any operative who double-crosses me," he threatened, his eyes narrowing.

Lansky forced down the enraged shouts that came to mind and merely nodded, stone-faced.

"You will, of course, prosper greatly if you succeed. Indeed, should circumstances cause the government to abandon its contracts with me, I can as easily find a use for the spectral and light-manipulating research in…other markets."

Here, his eyes gleamed again.

The Secret Empire, Magneto, the Leader, Hydra, the Friends of Humanity, the Red Skull, the Latverian government, and other powers would pay tremendous sums for the new and improved technology Hammer Industries manufactured for him.

_Indeed, _Hammer realized, _they may prove an invaluable edge in the marketplace against Baintronics, Roxxon, and Utrecht Industries. _

Hammer's thoughts were briefly interrupted by a knock at the door. His assistant Phillip entered at his bidding, holding a beautifully decorated golden urn.

"Sir…your son's ashes."

"Excuse me a moment," Hammer told Lansky, standing up with a scowl as he took the urn from Phillip.

"He overdosed," Hammer said coldly to Lansky and Phillip. "A disgrace to the family name." Marching into his private washroom, Hammer left the door wide open for the other men to see.

A look of shock crossed Lansky's face as he heard the toilet flush.

"When you return with me to my mansion tonight, have the gardener take some roses for this urn. I paid good money for it, so there's no sense in letting it go to waste."

"Yes, sir," Phillip responded calmly, taking the urn back and leaving the room.

"You have my offer, then," Hammer said. "You will make good use of it, I presume?"

A part of Lansky wanted to spit in Hammer's face.

Then, he remembered Julia and Dr. Fong.

His knuckles turned white, before he nodded, a wicked grin crossing his face.

* * *

That Thursday night, Sleepwalker stayed in Rick's mind for some hours, drawing extra energy to further heal himself, before exiting Rick's mind and apartment and heading out into the night.

He sighed as he saw the emergency repair crews still struggling to fix much of the wreckage he and Psyko had left behind in their battle. Stopping near the wreckage of the restaurant that Psyko had smashed him into and through, Sleepwalker shuddered, before releasing his warp beams. Working carefully, the alien set about picking up the broken glass and concrete, reestablishing it the way he had remembered it before the Hummer had driven him through the place.

"You're into construction work, now?" Sleepwalker heard a voice behind him. "I hope you've got your union dues paid up-the last thing you want is to piss off the Teamsters and end up like Hoffa."

Turning around from his work, Sleepwalker was surprised to see Spider-Man hanging upside-down from a webline. The wall-crawler waved jokingly in response.

_"Of what do you speak?" _Sleepwalker asked. _"Who are these Teamsters? Who is this Hoffa person you speak of? Is he in danger? We must-"_

"That's a joke, son, I say, a joke!" Spider-Man responded, in his best Foghorn Leghorn impression.

_"Why are you speaking so oddly?" _Sleepwalker asked. _"Are you in-" _

"Just forget it," Spider-Man sighed. "You're playing clean-up crew now?"

_"It is partially my responsibility," _Sleepwalker replied. _"Neither the owner of this establishment, nor any of the other innocent people whose lives and businesses were damaged by my battle with Psyko, did anything to deserve to suffer such destruction." _

"I think a lot of people are just relieved you busted that maniac," Spider-Man noted dryly. "I would have lent a hand, except I kind of had my webs full keeping those rioters from killing each other," he shrugged. "Just what did he do to those people, anyway?"

_"His beams have the effect of mentally enslaving his victims," _Sleepwalker answered grimly. _"Even as he controls their minds, they suffer their worst nightmares, over and over again." _

"And you know this because?" Spider-Man prompted.

_"Because I suffered at Psyko's hands as well," _Sleepwalker said grimly. _"He takes the nightmares of his victims and makes them reality, establishing himself as their puppetmaster, taking over their minds, their hearts, indeed their very lives." _

"Sounds like he was taking Hannibal Lecter lessons," Spider-Man grimaced.

_"What do you mean?" _Sleepwalker asked. _"As I understand it, this Lecter person is a fictional character." _

"Just forget it," Spider-Man rolled his eyes behind his mask.

_"I presume that you are carrying out your nightly patrols?" _Sleepwalker asked.

"You bet," Spider-Man replied. "This is New York, after all-craziness like this happens, you can bet all the costumed crooks will come out of the woodwork. They're even saying that New York's going to declare itself the Superhuman Capital of the World."

"_The question remains, of course, whether that would be a good thing," _Sleepwalker said ironically, looking around at the wreckage.

"I bet Captain DeWolff would agree with you," Spider-Man chuckled. "She's the captain of the NYPD's Superhuman Activities Unit, in case you were wondering. Tough as nails, but she's a good cop."

_"You have had dealings with her on previous occasions, no doubt," _Sleepwalker inquired.

"A couple of times," Spider-Man replied. "She's a lot more understanding of what we do than guys like J. Jonah Jameson. I just don't get what that guy's problem is with me," he grumbled.

_"How do you respond to such affronts to your character?" _Sleepwalker wondered. _"I cannot fathom why this Jameson person says such things about superheroes in general, when they have been involved in protecting the innocent and battling the forces of evil." _

"Because he's a dick, I guess," Spider-Man grumbled. "You sure are erudite for one of us long-underwear types. Who are you in your day job? A librarian?"

_"My...day job?" _Sleepwalker asked in puzzlement.

Spider-Man trailed off for a moment.

"Sorry, my bad," he held up a hand in apology. "It's part of the Good Guy Union Code ™ not to ask about another cape's secret identity."

_"Superheroes have unions and codes of honor?" _Sleepwalker asked in amazement. _"Then surely I am derelict in my responsibility to-" _

"I…was joking. Again," Spider-Man replied, more than a little surprised by Sleepwalker. "Anyway, I gotta go. You never know when Electro or the Vulture will try to knock over a jewelry store, or something like that."

_"Then we each have our own tasks to accomplish," _Sleepwalker replied, having returned to the business of repairing the restaurant. _"I have much to do in the way of repair, whether it be to the roadways, the streetlights, or to private property, but you may rest assured that I will also apprehend any evildoers, should I chance to encounter any." _

"That's what I like about you, Sleepy," Spider-Man grinned. "No one can ever accuse you of being an antihero." He chuckled to himself, before swinging off.

* * *

It was the morning of Friday, November 22, 2006.

A morning Rick Sheridan was not looking forward to.

It was 10:00 AM sharp.

A time Rick Sheridan was not looking forward to.

At the door were his sister, Leah, and his younger brother, Bobby.

A meeting Rick Sheridan, Leah Sheridan, and Bobby Sheridan were not looking forward to.

Leah took after the siblings' mother. Twenty-four years old, with honey-blonde hair and brown eyes, her musical voice and bright, energizing style of dress were clearly inspired by her mother, as was her devotion to folk rock, her fondness for George Lucas films, and her love of French cuisine. From her father, she had inherited her passion for the civil service and her distaste of New York City. Now twenty-four years old, she worked for the New York state government in Albany, hating the thought of leaving her roots behind.

It was hard to tell exactly who, if anyone, Bobby really took after. Neither Bill or Florence had been mechanically inclined, but Bobby had proven to be a wizard with anything mechanical, even to the point of fixing the Sheridans' cars and appliances himself even as a preteen, saving the family a fair sum of money in repair costs whenever something broke down. His curly brown hair clearly took after their father, as did his brown eyes and the glasses in front of them, leading Rick to be ribbed about being the only one to inherit their mother's blue eyes. Almost always dressed in plaid, Bobby's quiet, quirky nature had made him close friends with Cyrus. Nineteen years old, soon to be turning twenty in December, Bobby was in his second year of engineering studies at the University at Albany, one year behind Rick.

Rick stood there for a moment, letting his siblings into his apartment and shutting the door behind them. They sat down at the table, a stiff silence accompanying them.

Rick spoke first.

"How are you guys…doing?" he asked.

"How do you think?" Bobby spat back. "Mom and Dad are dead, so now what the hell do we do? The mortgage isn't settled, Mom and Dad didn't make out their wills. What about our university-"

"Bobby!" Leah snapped. "We're…sorry, Rick," she said, an acid edge in her voice. "I'm not feeling too good right now, either. How about you?"

"Well…" Rick began. "I'll be…alright, I guessed," he finished. "I nearly had a nervous breakdown when I first found out about it, though, and-"

"You knew about it for three fucking days, and you never even told us?" Bobby demanded.

"Excuse me for not being able to get over nearly having a coronary in less than a week," Rick said, trying to keep his calm. "I know…I made a mistake, and I'm sorry. I just couldn't…I mean, Mom and Dad were about to help me get everything back together."

"Why didn't you come back to Albany, though?" Leah asked. "We all could have helped you, and-"

"i…don't know," Rick sighed. "I couldn't just drop everything here."

"Seems like you were doing a pretty good job of it **before **they came down, though," Bobby noted sarcastically.

Rick's eyes flared, before he took a deep breath.

"Why did you come to Empire State University, anyway?" Leah asked him. "It wouldn't have been such a big deal to go to UAlbany, and-"

"Everyone else was coming here," Rick answered testily. "Julia, Red, Cyrus, Kenny and Alyssa were all here, and I wanted to be with them. Besides, the Epsteins offered me a great deal on-"

"Yeah, but this dump of a city could be called the supervillain capital of the world," Leah said, gritting her teeth.

"I-" Rick began, before falling silent. Bobby muttered something, a scowl on his face, even as tears appeared in Leah's closed eyes.

The three children of William and Florence Sheridan sat in silence for some minutes.

"You guys…want to go get some lunch or something, see some of the sights?" Rick finally asked tentatively.

"We'll need to discuss…" Bobby began. "What the hell, sure," he grumbled. "We might as well talk it over there."

* * *

"The pensions from Richmond Industries, the mortgage on our house, the funeral, tuition, the estate, inheritance taxes…" Bobby ticked off the issues one after another on his fingers, pausing from his egg foo young. "God, who knows how much red tape we're going to have to go through…"

"You guys brought a lot of the documents, right?" Rick asked, finishing his moo goo gai pan.

Leah nodded.

"I'll see what I can do about them, then. I'll have time on my hands-with everything that's been happening to me over the last few weeks, this semester is pretty much a wash for me," Rick told his brother and sister.

"Are you sure?" Leah asked him, raising an eyebrow.

"Look, these things have to be taken care of," Rick noted. "And you guys still have work and school to worry about. I'll take care of it-I promise. And just let me know at **any **time if you want to know what's going on, and I'll fill you in."

"But…" Bobby started.

"Mom and Dad wouldn't want us to be wallowing like this. They'd want us to finish what we started," Rick insisted. "Like I said, my schoolwork was already going off the rails-that was why Mom and Dad were coming down here in the first place. I'll have time to spare."

"Well…" Leah hesitated. "Will you be alright if we go back-"

"Of course," Rick assured her. "You guys are only a phone call away-and I've got the others to back me up if I need them,"

Another image of Alyssa's smiling face passed through his mind.

Every time it did, his pain got a little easier to take.

* * *

Dr. Charles Warren Fong, or "C.W." as he liked to be called, was one of Empire State University's prize recruits for its physics department. A son of Chinese immigrants, the forty-six year-old Fong had come back to his alma mater to teach and research, having already paid his way through university. Aside from being one of the most popular professors with students for his quiet and easygoing manner, the good doctor was also known for his pioneering work in optics and the study of light.

Several weeks ago, some of Dr. Fong's most promising research had been plagiarized by Edward Lansky, a fellow physics professor, who then attempted to pass it off as his own. It was only through a chance conversation with her friend Cyrus that Julia had realized what was going on. Alerting Dr. Fong, an old friend of her mother, she had proceeded with Cyrus's help to gather the evidence needed to prove her allegations of Lansky's academic misconduct and get him expelled from the university.

Now, with Hammer Industries making use of Dr. Fong's research, Julia was helping Dr. Fong prepare his case to sue Lansky and Hammer Labs, arguing that they had no legal right to the research. Sitting in the Van Buren building on Sunday, Julia and Dr. Fong were discussing how to make their case understandable to the judge, as their lawyer Karen Page had advised them to.

"…Then we should finish with an explanation of the reverse fluxions and how it relates to the different spectral properties," Julia noted to the doctor. "That'll really hit Lansky where it hurts!"

"I am most obliged to you, Julia," Dr. Fong said gently, smiling as he pushed his glasses farther up his nose. "I could certainly never have organized this defense properly without the aid of yourself and Mrs. Page. It saddens me, however, that Dr. Lansky would have gone to such lengths to steal my work in the first place. I simply cannot fathom what would have led him to take such actions."

"I'm not sure I know either, C.W.," Julia sighed, typing away furiously on her laptop. "Cyrus said Lansky started to look a little crazy after he found out you were nominated for the Nobel Prize."

"Envy is the downfall of many a man," Dr. Fong noted. "And yet, when I had initially approached him for his collaboration in my work, he refused. His response was, shall we say, most ungracious. And yet, only later on did he take an interest in my work. I shared it with him, and then he stole it."

Surprised calls and shouts from across the room suddenly caught their attention as what seemed to be a pair of massive bulls made of golden light smashed through the far windows. Caught off guard, Julia and Fong could only stare in shock as the bulls snorted and roared at them. Julia's heart sank as she noticed the tall, golden figure standing outside, grinning wickedly at them. The bright sunburst on his chest and the trails of light leading from the bulls to his gauntlets confirmed her fears.

Lightmaster was back, having traced Dr. Fong and Julia through spies on Hammer's payroll.

Turning to run, Julia and Dr. Fong knew there was no way they could outrun the animals.

They suddenly stopped, as the opposite window was suddenly warped open and a tall, slender figure in purple and blue came charging into the library from the other side. Lightmaster, coming into the library behind his pets, stopped short at the sight.

Sleepwalker flew into the room. Fortunately, after hearing what Julia was doing, Rick had intentionally taken a midday nap, using sleeping pills to ensure that he stay knocked out. Sleepwalker, seeing and hearing everything around Rick, and knowing where the Van Buren Building was from his scouring of Rick's memory, had known where to go.

"_Flee this place!" _the alien exhorted Julia and Fong. _"I shall attend to this villain!" _They needed no second urging, fleeing through the wall Sleepwalker had warped open even as Lightmaster screamed in fury.

"Sleepwalker! Again!" the master of light shouted as he directed one of his bulls at Sleepwalker, and the other to pursue his victims. "I might have known!"

Sleepwalker's response was to leap over the bull attacking him, warping some of the tables to trip the other one up and then bind it. The monster bellowed as it came crashing down, struggling to break free from the suddenly immensely strong bindings.

Unfortunately, the other bull quickly whirled around and caught Sleepwalker full on in the back, sending him flying and crashing into the bookcases. The alien tried to get up and stop the bull, but it struck him again, sending him crashing against the wall.

As he staggered to his feet, Sleepwalker knew he was in trouble. Still not fully recovered from his battle with Psyko, Sleepwalker had expended much of the energy he had gathered over the last few nights in repairing the damage caused by the fight and in capturing criminals.

"You seem kind of tired," Lightmaster cackled as he dispelled the bulls, instead conjuring a huge form of the costumed criminal known as the Rhino, sending him charging at the alien. "Not get enough sleep last night?" he asked mockingly.

Dodging the Rhino's charge, Sleepwalker blasted the projection with his warp beams, only to find to his horror that they had no effect. The Rhino then caught him with a punch and sent him reeling into another bookcase. Sleepwalker warped the bookcase, tripping the Rhino up and then making the thing both elastic and adhesive, leaving the trapped Rhino thrashing on the ground.

"I've updated my technology," Lightmaster grinned as he formed a pair of automatic rifles out of light, gripping them in his hands. "Now, your fancy little eyebeams won't be able to affect my light." Sleepwalker raised a hardened barrier out of the floor, blocking the bullets as he tried to think of a strategy. Gritting his teeth, Sleepwalker blasted the ceiling above Lightmaster with his warp vision, catching the villain off guard and burying him beneath some rubble, before taking off, either hoping to lure Lightmaster away from the library or stop him from going after Julia and Dr. Fong, knowing full well that if Lightmaster killed him, they were as good as dead.

Lightmaster soon set off in pursuit, firing his guns to keep Sleepwalker distracted while he rose into the air to look for Julia and Dr. Fong. Blasting a series of light-formed missiles at Sleepwalker, Lightmaster took off after his victims, Sleepwalker just barely warping part of the roof of a building to block the missiles, before following Lightmaster. Flying low to the ground, he quickly took Julia and Fong up in his arms before the ten-ton weight Lightmaster conjured crushed them, before warping a hole in the ground and plunging down into it, using his warp beams to dig through the earth and seal the path behind him.

Twisting and turning randomly, Sleepwalker, Julia and Dr. Fong emerged near ESU's Earth Air Sciences building, its mirrored windows gleaming brightly in the midday sun. Breathing heavily, the alien put Julia and Dr. Fong down, before pausing to catch his breath.

_"Regardless…of what I may be…compelled to sacrifice…I assure you that you will come to no harm from Lightmaster," _Sleepwalker gasped.

"You...don't look so good," Julia noted, a worried tone in her voice. "Are you sure you can-"

_"I must attend to Lightmaster…he will attack innocent bystanders and property to draw you out again. I cannot allow that to happen." _

"Wait!" Dr. Fong told him.

_"I have no time to spare for conversation," _Sleepwalker rebuked him. _"Promise me that you will stay hidden, until I or the police-" _

"It will only take a moment," Dr. Fong insisted. "If I may suggest a way to battle Lightmaster…"

Fong briefly explained his solution, before Sleepwalker took what he needed and flew off to confront Lightmaster. Everything Sleepwalker had heard about Dr. Fong through Rick's conversations spoke highly of the doctor, and he saw no reason not to listen to his advice.

Even if he didn't understand it.

* * *

"Come out, come out, wherever you are!" Lightmaster chortled, as his whirling flails and hammers tore up the campus of Empire State University. "Or do I have to…**find **some new playmates?" he laughed hysterically. Shifting his projections into the form of a massive bull elephant, he set it charging at a group of students, who futilely tried to outrun the vicious thing.

_"You need not concern yourself with being alone, Lightmaster!" _Sleepwalker shouted boldly, causing Lightmaster to whirl around and drop his elephant projection.

"Oh, this is too rich…" Lightmaster laughed. "First I kill you, and then the others. God, I love it!" he cackled, forming a pair of electric transformers on the end of his wrists and blasting a powerful bolt of energy at Sleepwalker, knowing the alien's warp beams would not protect him this time.

His heart pounding, Sleepwalker pulled a small pane of mirrored glass from inside his clothing, focusing on it with his warp beams to harden it. Quickly, he brandished the glass at Lightmaster's beams, before focusing his warp vision again, narrowing the glass into a rounded cylinder that sent the beams flying directly back at Lightmaster, catching the villain off guard and blasting him in the chest.

Total internal reflection, it was called; an optical phenomenon when light struck glass at an angle that allowed all the light to be reflected. Dr. Fong knew the critical weakness of Lightmaster's powers-for all that his constructions were solid, they were still of light, and were vulnerable to the laws of optics. By warping and hardening the glass, Sleepwalker had created a reflective mirror that blasted Lightmaster's attack back at him, narrowed enough so it would reflect at an almost parallel angle.

Wasting no time, Sleepwalker quickly warped a nearby tree that Lightmaster had torn down, bringing it back up and wrapping it around the villain, before shaking him violently, dizzying him and disrupting his concentration. Bringing the tree back down, Sleepwalker struck Lightmaster on the head with the hardened mirror, knocking the villain senseless before ripping off his gauntlets and boots, and then finally warping some of the wreckage into bindings for him.

Pulling off Lightmaster's mask, Sleepwalker was astonished to see Dr. Edward Lansky, who he recognized from the raid on Hammer Labs that had turned Selena Slate into Spectra.

Finally, Julia, Dr. Fong and several curious students came to see the police arrest Lansky, as Sleepwalker looked on impassively.

"He…tried to kill us," Julia said, half in amazement and half in horror. "How could he…I don't understand…"

_"You are both unharmed?" _Sleepwalker asked.

"Yes," Dr. Fong replied. "We are indebted to you."

_"I am indebted to you, doctor," _Sleepwalker replied, _"for without your knowledge I would surely have not been able to defeat Dr. Lansky and his enhanced technology." _

Dr. Fong only shook his head sadly.

"Edward…"

Sleepwalker looked at him curiously.

_"You seem most disturbed by the fact that this man is being arrested, despite his attempts to murder you." _

Dr. Fong looked back at Sleepwalker.

"We were friends, we worked together on some projects back in the old days. I just can't understand what led him to do this-he was his high school valedictorian, he won scholarships, certificates for teaching from his students…"

_"And yet, for all his accomplishments, he sought to murder you?" _Sleepwalker asked incredulously. _"What possible reason could he have for doing so?"_

"Because he stole C.W.'s research, and we were going to sue him for it," Julia said grimly.

_"I still cannot fathom what possible motivation he would have for plagiarizing your research to begin with," _replied Sleepwalker. _"That he would go to such lengths for personal gain, for no better reason than spite…" _

"In some cases, that is what comes of our humanity, my friend," Dr. Fong said regretfully.

The good doctor did not realize how poignant his words were to Sleepwalker.

(_**Next Issue:**_ Rick finds allies and comfort in the most unlikely of places as he begins to deal with the issues surrounding his parents' deaths. Sleepwalker has problems of his own, as he confronts the mutant street gang known as the Nasty Boys! All this and more in _Sleepwalker #22:Experience Pearls! _Guest-starring Spider-Man and Daredevil!)


	23. Experience Pearls

Another long, hard day of slogging through the endless paperwork related to his parents' deaths had worn Rick Sheridan out. Estate taxes, mortgage payments, inheritances, retirement funds and investments, and endless hours on the telephone and the computer had run him so ragged that he fell asleep almost instantly when he finally rolled into bed.

Suddenly, Rick found himself manifesting within his mind, as he usually did when he needed to speak to Sleepwalker. Puzzled, Rick looked around and soon saw Sleepwalker approaching. The alien's shoulder's were downcast, his face lined and weary as if he had aged a hundred years.

"You're not going out tonight?" Rick asked Sleepwalker, raising an eyebrow in confusion. "The fight with Lightmaster was three days ago-you still beat up from your fight with Psyko?"

_Odd, _Rick thought. _He looks alright, so what could be-_

_"I must speak with you, Rick," _Sleepwalker said slowly, before taking a deep breath. _"There is something you must know." _

"Alright…" Rick began. "I take it you're the one that summoned me?"

_"Indeed," _Sleepwalker responded. _"There is something I must confess. It is about the nature of Psyko, the creature that murdered William and Florence Sheridan." _

Rick froze, his eyes twitching. His mind began throbbing again, before he took a deep breath.

"What is it?" he asked.

_"You will recall the time Sv'ara and Sk'obe found me, and we returned to the Mindscape to confront Cobweb, with you traveling in my mind?" _Sleepwalker forced himself to ask.

Rick only nodded.

_"Before that time, Cobweb had used my corrupted Imaginator to manifest on Earth, causing mayhem and chaos, knowing that I would appear to confront him. At every turn, he retreated back into the Mindscape, just as I appeared to battle him," _Sleepwalker continued, using his warp beams to project images of the conflict.

_"At one final point, Cobweb manifested in the middle of a meeting between organized crime figures, hoping to attract me once again. Once I did so, he attempted to channel a massive wave of hateful, malicious energy from the Mindscape to destroy me. My anger and frustration were such that I became careless, falling right into the demon's trap. I barely managed to escape with my life," _Sleepwalker said, his shoulders visibly slumping.

"So what does all this have to do with Psyko?" Rick asked.

_"The meeting was attacked by criminals from a rival gang. The energy Cobweb channeled destroyed the minds of most of the men present, but one of them was apparently so twisted and perverted that he was able to absorb the energy, feed off it, allowing to warp his body and mind, mutating him into the monstrosity that became Psyko. He appeared to be dead when I surveyed the effects of Cobweb's attack on the men,, but in truth it seems that he was only unconscious, as his body adjusted to the influx of power it absorbed. Had it not been for my recklessness…I…they would have never…" _Sleepwalker finished.

Rick stood silently.

_"As such, this is the second time that my foolishness has disrupted your life," _Sleepwalker finally said. _"As such, I have proven unworthy, and now I shall…I shall…"_

"Sleepwalker!" Rick finally said.

Sleepwalker looked back at him, awaiting the consequences.

"This isn't your fault," Rick told him. "You didn't arrange for Cobweb to appear on Earth and drive you crazy, you didn't plan on those other thugs to show up when they did, you didn't plan for Cobweb to channel that big energy blast, and there's no way you could have known one of those psychos would be so fucked up in the head that he'd actually turn into something like Psyko," he finished. "And besides, what did you do when you found out about him?"

_"I sought the monster out to bring him to justice," _Sleepwalker replied. _"Is it not obvious? To be sure, I could not allow him to infect others with his madness, to allow them to suffer at his hands." _

"That's because Cobweb is to blame for all this, not you!" Rick insisted. "Look, I'm still…well…whatever," he shook his head. "The ones I'm pissed off at are Cobweb and Psyko, not you. They're the ones who screwed everything up! It wasn't you!"

Sleepwalker merely turned around and headed for the portal leading to the human world.

"Terren'sk!" Rick called after Sleepwalker in the Sleepwalker language.

Sleepwalker ignored him, passing through the portal and into Rick's apartment.

_From one reckless act, the cycle begins anew. _

_And those who bear no guilt are made to suffer. _

* * *

SLEEPWALKER #22

"EXPERIENCE PEARLS"

* * *

The Bar With No Name was well-known throughout the seedier side of New York as what was referred to in polite society as a "Gentlemen's Club". Cruder types would describe the place as a "strip joint", famous as much for its fancy décor and high-class women as for its being the hangout of some of the most dangerous criminals in the city. High profile gangsters, costumed supervillains, and street gangs all came here to conduct business, make deals, entertain clients, and spend their ill-gotten gains, since the Bar was known to double as a brothel when the price was right.

The Bar was surprisingly orderly, considering the types of people that made up its regular clientele. It was quite likely that this was due to the fact that the Kingpin owned the bar, and that even the most vicious costumed villain knew better than to anger him.

Even this formidable reputation, however, did not seem to deter the six men who climbed out of a limousine and marched straight towards the club, undeterred by the very large men guarding the door. Their hair was streaked and dyed, their ears, noses and tongues studded, dressed in multicolored jackets and tattered pants, their arms marked with tattoos, classic examples of punks and thugs.

"You guys got an appointment?" one of the bouncers asked, as he and his fellows stepped in front of the six men.

The leader of the group that had exited the limo, his skin and hair colored a deep purple and mauve, merely looked over his shoulder to the massive skinhead standing behind him.

"Slab?" he gestured.

The muscleman called Slab grinned wickedly, pushing forward and picking two of the bouncers up, one in each hand, as if they were rag dolls. Knocking their heads together as they struggled helplessly to break free, Slab threw them into a pile of muddy snow as his buddies shoved their way in.

The Nasty Boys, as the six men called themselves, were well-known for living up to their name.

Inside the club, several of the Boys began hooting and cheering at the strippers onstage ahead of them, reaching into their wallets and taking out hundred-dollar bills, whistling crudely before turning around to look at their boss.

"We don't all have to go in there, do we?" one of the men, a tall and pale fellow with bright pink hair, asked the purple man. "Come on George, we've been in that fucking car for hours, and-"

"Go," the purple-skinned man grinned, before raising his arm. Improbably, it stretched halfway across the club to pinch one of the girls, who squealed and scowled, as the Boys laughed and high-fived each other, before glowering at the other criminals in the bar who began muttering among themselves.

"Don't cause too much trouble now, Ruckus," the purple-skinned man admonished his pink-haired friend. "Ramrod, Slab, Hairbag, you guys relax," he said to three of his friends. "Solarr, you're with me," Gorgeous George, as the purple-skinned man preferred to call himself, indicated to the last of the Boys, a tall man dressed in flaming yellow and orange clothing, with hair dyed and streaked to match.

George and Solarr headed for an office at the back of the club, only needing to glare once at the bodyguards to send them scrambling inside. Less than a minute later, the guards returned to invite the two men in.

Seated behind a large oaken desk covered in file folders, maps, and photographs was a hugely built man, standing well over seven feet with nearly three hundred pounds of muscle on him. His battered knuckles and scarred arms, and the beaten, grizzled, hairy face all made him look like a massive Ox, and indeed that was his street name. The Ox was one of the Kingpin's top lieutenants, who managed the enforcement, extortion and intimidation sides of his boss's criminal network.

Picking his teeth and belching, the Ox invited his two visitors to sit down.

"So," the Ox wheezed at George and Solarr. "You guys phone ahead saying you want to meet with the Ox. Well, here I am. Got something to say to me?"

"You bet," Solarr grinned wickedly, as his eyes flared with bright light, which reflected off his many gold teeth. "Word on the street is that the Kingpin's recruiting fresh talent, that if anyone wants in, they should go to New York and stake their claims."

"And that's why we're here," Gorgeous George said, raising his arms, before stretching and thickening them behind him to create a headrest. "We want in. Maybe you've heard of us? We call ourselves the Nasty Boys."

"Somewhat," the Ox said coyly. "Care to remind me?"

"We're mutants, all of us," Gorgeous George said calmly. "Forced to live on skid row ever since our powers kicked in. Parents disowned us, friends beat the shit out of us, complete strangers tried to kill us…same way it always works for muties in this country. We all came together-figured that if we have these powers, we ought to make the most of them."

"Made a name for ourselves in Chicago and Buffalo," Solarr said. "We're the ones that drove out the Snakebacks, trashed all their drug labs and bordellos. Then the fucking X-Men got in our way…"

Solarr's eyes began glowing dangerously, as his hands began to glow with bright orange flames.

"The cops were kind of slow in getting around to bust us after we lost to the X-Men, since they didn't trust the X-Men anymore than they trusted us. So we managed to escape, went underground for a bit, then heard about the Kingpin spreading the word that he wants new recruits," the orange-haired mutant finally finished.

"We're ready to take whatever test the Kingpin has for us," Gorgeous George told the Ox. "Let us prove we're good enough to work for him."

The Ox grinned widely.

"Boys, this is your lucky day. Matter of fact, the Kingpin has a little problem that he needs taken care of, and you might just be the ones nasty enough to pull it off. Now, here's what you've got to do…"

* * *

_It never fails, _Peter Parker thought to himself. _First management cuts back his hours, and then Uncle Ben strains his back, which means he can't work while the bills keep coming in, and I need more money for webbing chemicals and Christmas shopping. Now, I nearly get a cold web-swinging to the Bugle in minus-20 degree weather, in the hopes that New York's answer to Ebenezer Scrooge will have some extra money on hand. And, to do that, I can't spend time working on my term papers…the old Parker luck strikes again…_

Despite three years of working at the _Daily Bugle, _the newspaper's contrasts never ceased to amaze Peter. One minute it was fiercely defending the rights of mutants, gays and other minorities, the next it was condemning costumed superheroes. Scathing editorials took on Ann Coulter one day and Ward Churchill the next. First it took on Graydon Creed and the Friends of Humanity, and then blasting SHIELD for detaining people without trial. The contrasts continued in the _Bugle_'s offices, which would have reduced an interior designer to tears. Stark white, undecorated walls clashed with a mess of office furniture from the Carter and Reagan years, purchased more for their durability and cheapness than any sense of esthetics, which supported the latest, state-of-the-art media equipment.

Walking through the city room, passing by his fellow staff members, Peter marched directly for an office door at the far end.

"Wait…are you sure can go in there?" Kitty Pryde, a new intern at the _Bugle, _asked Peter as he reached out to open the door.

"It's the way things always work here, honey," Gloria Grant, the grizzled, middle-aged city editor of the _Bugle_ told Kitty as she was about to stop Peter_. _"Mr. Jameson prefers that if anyone has a question or a problem, they talk to him and let him handle it. Believe you me, nothing pisses him off more than finding out one of his employees tried to solve the problem himself and screwed everything up."

In spite of himself, a wry smile crossed Peter's face as he unceremoniously threw the door open and marched into the office of J. Jonah Jameson, publisher and editor-in-chief of the _Daily Bugle. _Almost everything about Jameson had remained the same for more than six decades-the sharp military crew cut, the eternal cigar in his hand, the starched, double-breasted suits, and the ever-present moustache.

Jameson was on the phone as Peter walked in, gesturing him to sit down as continued to grouse into the receiver.

"Look Steve, I don't care! Just get it done for the morning edition!" he barked, before slamming down the phone. "Damn newspaper cartoonists. Why the hell did I ever hire an Objectivist anyway?"

Finally, he sat back and put out his stub of a cigar. Lighting a new one and leaning back in his chair, he put his gaze squarely on Peter.

"You traced those threatening e-mails?" Jameson demanded.

"Yes sir, they were sent by the Friends of Humanity," Peter said quickly.

"That son of a bitch Graydon Creed thinks he can play hardball," Jameson said quickly, his rapid-fire speech reminding Peter of J.K. Simmons, one of Uncle Ben's favorite movie actors. "Well, he'll see just how hard we can hit back, we'll send him flying out of the park! What about the problems that Netscape users had logging in to our website?"

"Taken care of," Peter said.

"Which means they can buy the paper online," Jameson muttered, puffing away at his cigar. "How about those hackers?"

"Taken care of, and we've-" Peter began.

"-notified the police, and they'll show those punk kids that if they mess with me, they'll live to regret it," Jameson nodded. "So the money I'm paying you hasn't gone to waste. Is that all?"

"No, Mr. Jameson," Peter began, inwardly bracing himself the way he would for a root canal. "My Uncle Ben strained his back, and with everything we have to pay-"

"What, are you expecting a handout?" Jameson thundered, an ugly scowl crossing his face. "I don't run a charity here, you know!"

"I know, sir," Peter said, doing his best to restrain his temper. "I was just wondering-"

"If I have any photo assignments that need taking care of," Jameson said, the scowl vanishing as he took another pull on his cigar. "Well, why didn't you say so?"

Peter sighed inwardly.

"One of Urich's contacts in the police department gave us a tip that some police witnesses are going to be attacked by some of the Kingpin's super-powered goons. I'll give you $400 for pictures, $600 if there's a superhero fight."

The notion of giving Jameson even more opportunity to heap abuse on Spider-Man made Peter want to wretch, until he realized that if he refused, Jameson would just give the job to Eddie Brock…

Peter seethed inwardly, even as he took a deep breath and counted to ten.

"Won't that-"

"Be dangerous?" Jameson asked. "Yeah, and that's why I'm looking for someone who has his head screwed on straight. If I needed a narcissistic pretty-boy to charm a bunch of brain-dead blonde models into posing for a photo spread, I'd send Lance Bannon. If I needed a sniveling yes-man who'd brownnose the subject, I'd send Brock. Instead, I'm sending you."

"But-" Peter started again.

"It could be risky, yes," Jameson replied. "But that's why I keep you on my payroll, Parker-you're responsible enough to keep everything balanced. I know you've got your studies to look after, and your helping out your uncle, which is why you can't be here all the time. When it comes to this job, you'll know when to go for a good shot and when to stay back if things get too hot to handle."

Peter just sat there.

"Now get out of my office and don't come back without pictures!" Jameson barked, as he picked up the telephone again.

Peter began walking out, until a call from Jameson turned him around.

"Almost forgot; you can come back if you need to talk to me about the website," Jameson reminded Peter, before he dialed an extension and began snapping into the phone at the printers' union representative on the other end.

Shaking his head, Peter left the office in silence.

* * *

"So, what's the situation?" Matt Murdock asked Foggy Nelson as he sat down, scanning the printed documents with his superhuman sense of touch.

"Not good," Foggy observed grimly. "The Kingpin's even more pissed off about you breaking up that slavery ring than we expected. His assassins have gotten two of the witnesses who agreed to testify-"

"How does he do it?" Matt snapped in frustration. "The safehouses are supposed to be a secret!"

"Hell if I know," Foggy shook his head. "The police have apparently decided that secrecy isn't working, so they're putting the witnesses in a specially reinforced safehouse, and dispatching SWAT teams to protect them. None of the Kingpin's regular goons will be able to get at them."

"Which means that the Kingpin, whoever the hell he is, is going to try and send some super-powered killers after them," Matt frowned. "I heard from Pike that there's word of some new gang called the Nasty Boys in town-and they want a shot at the Kingpin."

"You're going to work, then?" Foggy nodded.

"Looks like I have to," Matt replied. "First thing tomorrow morning, though, I'll look over the evidence the DA submitted in the case we have with that Happy Hogan guy. Stark insists he's innocent, and a lot of this evidence looks suspicious-we might be able to challenge their search-and-seizure, even raise questions of evidence tampering."

"That's another strike against Hammer Labs," Nelson warned Matt. "And based on what we've been hearing about Hammer's side deals…"

"He'll have a devil of a time if he crosses us," Matt vowed.

* * *

The cold November night was bitter for the police SWAT teams as they stood around the heavily reinforced safehouse. The witnesses they had been assigned to protect, among them former prostitutes and kidnap victims, were set to testify against the Kingpin's minions for the slavery ring he had been running, that had been broken up by Daredevil. Their testimony was crucial, and the Kingpin knew it-already there had been several assassination attempts on the witnesses, some of which were successful. Expecting the worst, the police were ready for almost anything.

Almost.

The six men approaching the safehouse ignored the warnings and shouts of the police officers as they approached. The members of the group looked at one another with anticipatory grins, before Gorgeous George responded with a smile of his own.

"Let's rock and roll!" he shouted, extending and hardening his fists, turning them into lethal weapons that pulverized the police officers and sent them flying.

The rest of the Boys sprung into action: Ruckus, the pink-haired mutant, blasted his victims with blasts of sonic energy that he gathered from ambient sound around him; the massive Slab expanded his size and strength, jumping over the officers' bullets and stomping down with a shockwave that left them hopelessly off-balance; the greasy-haired Ramrod telepathically controlled the trees and shrubs around the house, using them to entangle and strangle the policemen; the vicious, tattooed Hairbag firing his quill-like hairs like bullets, piercing the policemen and dropping them like flies; the hot-tempered Solarr burning the officers' weapons with fireballs that he had gathered from the sun's energy earlier that day.

The Nasty Boys were quickly triumphant against the police, who stood little chance against the six sadistic mutants. Gorgeous George pummeled the safehouse with his fists, even as Solarr's flames lit it on fire, and the other Boys prepared to slaughter the policement.

The quills Hairbag released at the prone officers were suddenly deflected and knocked to the ground, even as Ruckus looked around in alarm, shouting as he saw the scarlet-clad superhero charging towards them. Billy club in one hand, shurikens in the other, Daredevil engaged the two mutant thugs as the Man Without Fear.

* * *

Even as Hairbag and Ruckus attacked Daredevil, the trees and shrubs under Ramrod's control were suddenly entangled and rooted in place with a strange thread-like substance that seemed to come from behind, prevented from attacking the prone policemen. As Slab turned in alarm, he was caught with a vicious kick in the face from a swinging figure in a colorful red-and-blue costume, that knocked him flat on his back, even as the figure landed in front of Ramrod.

"Spider-Man!" Ramrod whooped eagerly, focusing on the trees and plants behind the wall-crawler. "Now we've got a real challenge!"

"Real dead challenge, you mean," Slab hissed, getting to his feet.

"I suppose this is the time where I make a joke about someone getting wood," Spider-Man remarked dryly.

* * *

Gorgeous George and Solarr ignored their buddies' fight with the superheroes, intent on destroying the safehouse and killing the witnesses as the Ox had ordered them to. George pummeled the safehouse, even as Solarr blasted it with fire, igniting the structure and setting it on fire.

Both Nasty Boys were caught off guard by a wave of purplish warp energy that washed over the structure, strengthening and reinforcing it against George's blows even as it whipped a wave of snow over the fire Solarr had started on the roof, extinguishing it in less than a moment.

Sleepwalker emerged over the roof of the safehouse, fearlessly charging the two mutants. Out on his nightly patrol, the guardian of the Mindscape had noticed the number of police officers coming and going from this particular locale. Suspecting they might need his help, the alien had arrived just in time.

"Oh, you're going to burn for this, freak!" Solarr shouted angrily.

Sleepwalker was stunned as Solarr suddenly appeared to split into a dozen different copies of himself, all surrounding him and conjuring deadly solar flames, even as Gorgeous George loomed from below.

* * *

Daredevil cursed as he dodged Ruckus's sonic blasts and Hairbag's quills. The two mutants worked in tandem, preventing him from getting too close to attack. His enhanced senses, including his mental radar, had permitted him to dodge the Boys' attacks, but they were at a stalemate.

Knowing he had to change his tactics, Ruckus switched to a pure wall of sound, that he blasted at Daredevil like a wave. The devilish hero's hearing allowed him to see it coming clearly, but he was forced to dodge Hairbag's next assault, leaving him unable to react as the sound wave slammed into him. Knocked off balance, Daredevil yelled in pain and fell to the ground as Hairbag's quills caught him in the arm and leg. The flexible Kevlar of his costume had prevented the blows from sinking in too deeply, but they stung fiercely, drawing blood that flecked into the snow.

Despite the pain, Daredevil's sense of smell noticed that Hairbag's unwashed stench was moving away from Ruckus, more to Daredevil's right. Daredevil realized what the Boys were up to-wherever he dodged, to the side or in jumping back, Hairbag would be able to strike.

Sensing the concentrated sonic blast coming right for his head, Daredevil did the opposite of what Ruckus and Hairbag expected him to do. Charging forward and rolling under the blast, the Nasty Boys were caught off guard as Daredevil whipped out his extended billy club. Ruckus tried to prepare another wave of sound, but Daredevil was faster, whipping out his extended club and catching the mutant full on the temple, stunning him and causing him to sink to his knees.

An angry Hairbag released a volley of quills at Daredevil, but the horn-headed hero spun his club in a wide circle, deflecting the quills. He then whipped his club into the snow, causing it to spread forward at a wide angle and catching Hairbag in the eyes. Howling in pain, the mutant sank to the ground as Daredevil sprang into the air, landing right in front of Hairbag and knocking him out with a hard one-two punch to the face.

As Ruckus began to get up behind him, Daredevil whipped out his club again, catching Ruckus on the other temple and stunning him cold.

* * *

Even with his incredible speed, Spider-Man was hard pressed to weave a dome of webbing to shield himself from the whipping and pummeling of the trees under Ramrod's control and the vicious punches from Slab. Trapped underneath the dome, Spider-Man tried to crawl out the back and resume his attack, although he was unsure of how to do it.

His spider-senses reacted as he saw Slab rip the web-dome right out of the ground, grabbing his leg as he attempted to crawl back. The oversized Nasty Boy attempted to grapple Spider-Man into a bearhug, but the wall-crawler was too agile for that, hitting Slab in the face with a burst of webbing, freeing him as Slab let him go to try and tear the mess free.

Rolling through Slab's legs to avoid the trees Ramrod sent whipping at him, Spider-Man quickly webbed Slab's hand, catching the oversized mutant by surprise. Straining his muscles, Spider-Man whipped Slab up and over his head, slamming him into the ground hard on his back. The resulting shockwave knocked Ramrod off his feet, as Slab lay dizzy on the ground. Acting quickly, Spider-Man spun a webline and sprang into the air, kicking Slab square in the face and knocking him senseless.

Leaping to his feet, Ramrod prepared to attack Spider-Man again, but the web-slinger proved faster, webbing Ramrod's hand and then pulling the mutant punk towards him.

"Knock on wood!" Spider-Man chanted as Ramrod's face ran into his outstretched fist.

* * *

Solarr's fiery images of himself caught Sleepwalker off guard, leaving the alien unsure from which angle the villain would attack from. Forced to dodge Gorgeous George's blows from below, Sleepwalker rose into the air, before swinging to his right to dodge what seemed to be an attacking Solarr.

He dodged only an image, however, as Solarr caught him full on with his fire, causing Sleepwalker to scream in agony before Gorgeous George slammed him hard with an extended fist. Solarr blasted him again before Gorgeous George grabbed him and slammed him into the ground, oozing over Sleepwalker to smother him.

Despite the pain, Sleepwalker had made sure to land face down, as Gorgeous George's tarlike form oozed over him. Quickly, Sleepwalker dug into the earth with his warp beams, tunneling his way out and emerging from the earth to face the Nasty Boys again. Gorgeous George charged him, even as Solarr prepared to blast the police and witnesses, who were trying to escape while the Nasty Boys were distracted.

Thinking quickly, Sleepwalker focused his warp vision on a nearby fire hydrant, breaking it open and bringing the column of water into the air, before warping it into a concentrated wave that washed over Solarr and Gorgeous George. His flames doused, Solarr tried to re-ignite himself as Sleepwalker charged in, pounding him mercilessly before knocking him out with a vicious double punch to the back of the head.

Sleepwalker quickly rose in the air to dodge Gorgeous George's next blow, noticing that the tarry mutant's movements seemed slow and sluggish. Swiftly turning back to the leaking fire hydrant, Sleepwalker warped more water out of it, turning the water into a concentrated jet that blasted Gorgeous George, waterlogging the mutant and slowing him down. The Nasty Boy tried to fight back, but the water was rapidly freezing around him in the sub-zero temperatures. Crying out in protest, Gorgeous George was helpless to prevent Sleepwalker blasting him with more and more water until he was finally frozen solid.

Still holding the unconscious Solarr, Sleepwalker came down to the ground, dropping the senseless villain in a pile with the other Nasty Boys, as Spider-Man covered them in webbing for the police.

"Nice to see I'm not the only one putting in for overtime," Spider-Man quipped as he wrote out a note for the police. "The Nasty Boys probably would have gotten away with this, if it hadn't been for us meddling kids."

_"Is that not a line from a television show?" _Sleepwalker asked in confusion.

Spider-Man merely smacked his forehead in aggravation.

"I take it you're not familiar with Spider-Man's sense of humor," Daredevil grinned, shaking Sleepwalker's hand. "Nice to meet you."

Standing near the alien, the devilish hero was puzzled by Sleepwalker's heartbeat-to his enhanced senses, it had a strange, echoing rhythm to it, and the sound of Sleepwalker's circulation was unlike any he had ever heard.

_"I am familiar with his sense of humor," _Sleepwalker replied simply. _"It is merely incomprehensible to me." _

Daredevil laughed, as Spider-Man merely sighed.

"Well," he grumbled, "hopefully you'll at least get this. Care to sign it? I don't deserve all the credit here…"

Daredevil had a good laugh as he read the note, before passing it to Sleepwalker.

_These Nasty Boys on their way to reform school, compliments of your friendly neighborhood Spider-Man, _the note read.

_"Are you not concerned that the police would recognize your handwriting?" _Sleepwalker inquired.

"That's why I write with my left hand," Spider-Man grinned. "So, what do you think?"

_"I would think that these criminals would be sent to prison, rather than to an educational facility," _Sleepwalker replied.

"Look, just sign it, alright?" Spider-Man harrumphed, as Daredevil laughed yet again.

_Am I the only superhero in this burg who actually has a sense of humor? _Spider-Man wondered to himself, walking back to his automatic camera after his fellow heroes had signed the note and pinned it to the net of webbing.

* * *

"What's it about? The photos or the website?" Jameson demanded as Peter strode into his office later that evening.

In response to Jameson's question, Peter tossed an envelope onto his desk.

Jameson burst out laughing as he examined its contents.

"Bushkin and Keller are going to have a fit when they see these photos," Jameson cackled, referring to the editors of the _Daily Globe _and the _New York Times, _the _Bugle'_s main rivals. "Urich just called to say he's on his way back to type up a story, and when he does-"

"Mr. Jameson?" Kurt Wagner, the blue-skinned mutant who served as the _Bugle's _Washington correspondent, teleported in just at that moment.

"What?" Jameson demanded, lighting a new cigar.

"I didn't get a chance to tell you before now, but we got a call from Senator Kelly's office. He's very angry that-" Wagner began.

"You just keep at what you're doing," Jameson ordered. "This is all Kelly's fault-like we're really not going to expose him taking campaign contributions from Graydon Creed. And anyway, he'll be lucky to live through this-trying to push the _Bugle _around is like giving Popeye a can of spinach-you're practically begging to get your ass kicked!" he continued, puffing away. "So run the story, and get it ready for the morning edition!"

Wagner nodded, before teleporting away again.

"Is-" Peter began.

"Is that all?" Jameson finished for him. "Not quite. I need you to do three things-first, take your photos and these other documents to Ms. Grant for the morning edition, second, submit a voucher for your photos, six hundred like I offered, and three, I have to finish up for the morning edition, so beat it!"

Sighing inwardly, Peter took up the photos and other documents and left them on Glory Grant's desk, before filling out a voucher and leaving for the night.

It would only be the next morning that Peter would discover he had forgotten to save the last five hours of work on his History assignment, and would have to do it all over again.

* * *

The next day went by with more of the same for Rick. One moment he was e-mailing representatives of Richmond Industries, the next he was on the phone with someone from the I.R.S. Setting a date for the funeral, arranging the mortgage on the Sheridans' home in Albany, talking with representatives of the University to drop out for personal reasons and hopefully get his sinking grades removed, keeping Leah and Bobby informed of what was going on…

That afternoon, Rick jumped half a foot into the air as he heard a knock at the door. Grumbling, he got up to answer it.

_Julia's not back until five, _he managed to realize, despite the general fog he found himself in. _Who could it be? _

Alyssa Conover stood at his door, her face somewhat flushed from the cold and the exertions of her dance classes. Her gym bag over one shoulder, her backpack over another, Alyssa came in without a word and dropped her bags, putting her hands on Rick's shoulders.

"How are you feeling?" she asked gently.

Rick sighed wearily, before taking Alyssa's arm and sitting down with her on his couch. As he did so, he was aware of a scratching sound and a small form hopping up on his couch.

Alyssa's dog Rambo hopped into Rick's lap and gave him a friendly lick, as Rick patted him in return.

"You're dog-sitting again?" he asked Alyssa.

"Sydney had to head to Buffalo for work, and Mom and Dad are still overseas," she answered. "Looks like I'll be taking care of Rambo for the time being-which means I might have to move, since the residence isn't too keen on pets, usually. Now, how are you feeling?"

"How does it look?" Rick asked, his face grim and lined, as he indicated the piles of paper on his desk and the dozen new e-mails on his computer. "I've got so much to do, and I don't know when-"

"When it'll all end," Alyssa finished for him. "It will, Rick. Just take it one step at a time."

Rick just lay back against the couch, breathing slowly, as Rambo came up and licked him again. Smiling in spite of himself, Rick reached out and petted the dog.

"And Rick," Alyssa began. "You're not alone in this. Think about Peter, how he lost his Aunt May. He managed to keep going, and you will too. You've carried on, in spite of everything that's happened over the last two months. We all have-Red, Cyrus and I after we were kidnapped by the Bookworm, Julia after she was attacked by Lightmaster. We know what you're going through."

"No, you don't," Rick muttered to himself.

"You'd be surprised," Alyssa replied, her lips pursed.

Rambo whined at this.

"And besides," she continued, "think about it. How've you managed to keep going all these weeks, despite whatever it is that sent you reeling in the first place?"

Rick merely looked back at her.

"Can…can I just…"

"Take a rest? No problem," she smiled.

Rick Sheridan lay in Alyssa Conover's arms, closing his eyes as he lay his head on her shoulders.

Rambo growled once, and then snuggled up between them.

* * *

"So that's how it turned out, boss," the Ox noted grimly to the Kingpin. "Not only did Daredevil free the prostitutes and kidnap victims, he and some of the other heroes also took out the Nasty Boys. One of them was Spider-Man, the other was Sleepwalker, the guy who nailed most of Jeremy Roscoe's gang."

The Ox was one of the 'Enforcers', the Kingpin's top lieutenants in his crime organization. They were the closest things the Kingpin had to friends, serving as his loyal right-hand men in his rise from teenage gang leader to head of a worldwide crime syndicate. Serving as the faces of the Kingpin to his underbosses and lesser minions, Ox and his colleagues had survived for as long as they did through their loyalty and competence…and also because none of them was stupid enough to have ambitions of replacing their boss.

Wilson Fisk, known to the world as the president of Roxxon Industries, was also head of one of the largest criminal cartels in the world, and he ruled both with an iron fist. Murder was in his eyes as he glared at the Ox, his head of enforcement, before turning to Montana, who was in charge of the 'quiet' industries, including arms and drug trafficking.

"Spider-Man wrecked the drug sale at Pier 19, busted Lucky Lewis in the process," Montana frowned. "Six million worth of coke got turned over to the cops."

Fancy Dan, in charge of internal affairs and organization, sat impassively as his fellow Enforcers made their reports to the Kingpin.

The Kingpin sat in silence for some minutes, his eyes narrowed dangerously and glowing with internal rage. Finally he stood up, even as the Enforcers did the same and stepped back reflexively. Cocking his ham-sized fists, the Kingpin landed a vicious double smash on his desk, causing it to collapse into kindling under the sheer weight of the blow.

Regaining his calm demeanor, Fisk sat down again.

"Montana," he ordered, "see to it that the next shipment is made in New Jersey, rather than here. Dan, you will promote Frederick Foswell to Lucky Lewis's position, and obtain a new desk for me. Ox, you will see that Lewis meets with an…"accident" in prison," the Kingpin ordered.

"What about the costumes, boss?" Ox asked.

"Dr. Malus says he's made some new discoveries on the scorpion DNA he's been working on," Dan offered. "Says if we bring the Scorpion back, we can make him more lethal than ever."

"Bring back the Scorpion, then, and allow our doctor friend to perform his experiments," the Kingpin ordered. "I have other plans for Daredevil."

"You going to do anything about that Sleepwalker guy?" Ox wondered. "He saved that Wingfoot kid's life, and he was one of the capes who took out the Nasty Boys."

"For the moment, Sleepwalker is too much an unknown factor," the Kingpin responded. "His first appearance was just under two months ago, and his activities, while detrimental to our work, have been as much directed against our business rivals in the Maggia. A further appraisal of his powers, abilities and motivations are necessary. I must see how he will react in a given situation."

"Therefore," Fisk continued, picking up a manila folder from the wrecked desk, "you will arrange for the release of one of Sleepwalker's costumed opponents, who I believe will be most eager for revenge upon his mysterious foe. He will battle Sleepwalker on my behalf, and it will be arranged so that I may gain a better understanding of his motives."

Ox took the folder from the Kingpin, opening it up and flipping through the information gathered by Carlton Beatrice and the pictures taken by Eddie Brock. One photograph caught his eye-a picture of a costumed criminal emerging from a bank. Dressed in dark blue, with white gloves and boots, his helmet was painted to resemble an oversized billiard ball.

His name, of course, was 8-Ball.

(_**Next Issue:**_ Rick finds himself spending more and more time with Alyssa Conover, and finds himself wrestling with his feelings for her. Meanwhile, Sleepwalker finds himself confronting an old archenemy as 8-Ball goes on a crime spree! All this and more in _Sleepwalker #23: Behind the 8-Ball!_!)


	24. Behind the 8Ball

_**Like a gift from the heavens, it was easy to tell  
**__**It was love from above, that could save me from hell  
**__**She had fire in her soul, it was easy to see  
**__**How the Devil himself could be pulled out of me  
**__**There were drums in the air, as she started to dance…  
**_**-Carlos Santana and Chad Kroeger, _Into the Night_**

Rick nearly started at the doorbell, grumbling as he hastily threw on a shirt and jeans before answering, his hair still dripping wet from his morning shower. As he prepared to give the visitor a piece of his mind, he was shocked to see Alyssa Conover standing at the door, Rambo at her feet.

"A...Alyssa?" he asked in surprise. "What are…"

"You're alright?" she asked, leading Rambo into Rick's apartment before shutting the door behind her.

"Yeah…" Rick answered, unsure of himself. "What are you doing here?"

"I just wanted to see how you were," Alyssa answered, her eyes shifting back and forth as she held her hands behind her back. "Would you be willing to do me a favor?"

"What would it be?" he asked, raising an eyebrow.

"Could you dog-sit Rambo for me for today during my classes? I already tried Julia, but she must have already left before I got here. Stupid, silly me…" she shook her head.

"She's got the early Poli Sci class," Rick reminded Alyssa. "Yeah, I can look after Rambo, if you need me to. When will you be back for him?"

"Around 4:00," she replied. "I can't stay in residence much longer-most of the other residents aren't too keen on pets. Do you know if the Epsteins have any places available?"

"Well, they're going to be kicking out the Johnsons because of how loud they play their stereos during the day-a lot of the other tenants have been complaining. I can put in a good word for you, if you want to move…but are there other places you're checking out?" Rick asked, scratching his head.

"Gotta go," Alyssa noted quickly, checking her watch. "I'll be back to take Rambo for a walk-you can come if you like, and we can get some dinner afterwards!" she said, turning around and marching for the stairs.

Rick just stared at her departing form, as Rambo hopped up on the couch, curling up as he lay down at one end.

He reached out and began scratching Rambo's tummy, smiling as the dog's leg started kicking in response.

* * *

SLEEPWALKER #23

"BEHIND THE 8-BALL"

* * *

Attica Prison was one of the toughest joints in the United States, a place where other jails sent the convicts that had disciplinary problems. In recent years, it had also gained a reputation for being the place the justice system sent many of that new class of criminal known as the supervillain. The costumed villains sent here were those that relied on sophisticated technology or equipment to commit their crimes, rather than any inherent powers, supervillains with actual powers usually being sent to the Raft, the Vault, or the Ravencroft Institute for the Criminally Insane, various newly constructed prisons especially designed to contain dangerous costumed villains.

The supervillains at Attica often formed a separate class all on their own, over and above most of the criminal lowlifes that infested the place. Many of these criminals had designed and built their own specialized equipment to give themselves superpowers, and had honed their combat skills against costumed heroes, who as a rule were experienced fighters. With their intellect or their physical prowess, they had made more than one inmate regret crossing them, teaching even the hardened murderers and sadists to respect them.

And fear them.

"How many of his fingers did you break?" Herman Schultz, more commonly known as the Shocker, asked as he dealt out the cards.

"Two on each hand," Abner Jenkins, also known as the Beetle, grinned as he picked them up. "When will these morons learn not to sneak up on us in the shower?"

"Eh, it depends," Anthony Davis, who went by the name of the Ringer, replied as he looked at his cards. "Maybe what Jeff did might learn them a good one-what was it again, Jeff?"

"Well, you know that one hairy tattooed guy that's had his eyes on me? He came at me in the mess hall yesterday," Jeff Hagrees, alias 8-Ball, smiled at his three poker buddies. "Well, I had to take my lunch tray and make it so now he needs a false set of teeth."

"That's all?" Jenkins frowned.

"Of course not," Hagees grinned. "When he was on the floor crying like a little girl, I jumped up…and when I came down, I made sure he got a falsetto voice."

"High F?" Schultz asked eagerly.

"Along with three other letters," Hagees replied.

The four men laughed.

"You notice that the guards never seem to try and stop us from hurting them," Davis pondered, as he started the betting. "Ante up!"

"I'll call your _Penthouse, _and raise you a _Hustler,_" Hagees replied, tossing the magazine onto the pile. "Why would they stop us? We're the biggest source of entertainment they've got."

"And revenue," Jenkins replied. "They've got a betting pool to see which supervillain will beat up the most other convicts in a year." He tossed a pack of cigarettes into the pot. None of the men smoked, or used any of the drugs they gambled with, but the smokes and drugs proved a useful incentive when they needed another convict to do something for them.

"Looks like Batroc the Leaper is going to win…again," Schultz muttered, tossing in a bag of marijuana to finish the first round of betting.

"Dammit, how does he keep doing it?" Jenkins wondered.

"Because people are stupid enough to keep making French jokes to him," Davis replied. "I'll take two."

"That was Sabertooth's big mistake," Hagees laughed, as he took one card. "Insulted Batroc by calling him a cheese-eating surrender monkey, the next thing he knew Batroc beat him so bad he was in traction for seven weeks."

"Even with the healing factor?" Schultz asked incredulously, as Jenkins stood with his hand. "Dammit, I fold."

"I bet some more weed," Davis replied, tossing on another bag of pot. "Sabertooth was lucky-from what I heard, the doctors said he'd have been staying _seventeen _weeks if he didn't have it to keep him going."

"I raise," Hagees grinned, tossing in a bag of cocaine. "You want to know why so many people get the crap beat out of them by Frenchmen? It's because they were stupid enough to tell a French joke in the first place!"

"I call," Jenkins replied, adding in another pack of smokes. "Let's see what you got."

Jenkins showed a straight, Davis three of a kind and Hagees a full house.

"Come to papa!" he cackled, gathering up the loot.

"Dammit, I thought you were bluffing," Davis grumbled.

"Hell no," Hagees bragged. "I've just got a real good head for math. That's why none of you guys will play pool with me anymore."

"No, the reason we won't play pool with you is because you're so good you always win, and we don't take sucker bets," Schultz shot back.

"Yeah, but you guys are smart enough to wise up to me sooner or later. As for a lot of the rest of the guys here, they make the Absorbing Man look like Mr. Fantastic. Too stupid to realize they don't have a chance. Even if they do catch on, well…there's a reason the prison has to keep replacing pool cues. The guards don't mind-gives them a lot of good entertainment when they see me dent the skull of a guy twice my size with my cue stick, or use the cue ball to give him an appointment with one of the prison dentists," Hagees laughed.

"That broad of yours going to be coming by again? Today's conjugal visit day, you know," Davis asked him.

"Erica's always a good girl," Hagees replied. "She doesn't mind my having groupies. Jealous?"

"Groupies," Davis rolled his eyes. "The same numbskulls who're pen pals with serial killers send supervillains their photos. Got no use for 'em."

"That means that his ball and chain won't let him have any," Jenkins smirked. He grinned and made a whipping sound as he lashed his arm.

"So many did you get last week?" Schultz asked.

"Five, six, can't remember," Jenkins laughed. "I figure, if they're dumb enough to offer it, I'm smart enough to take it."

"Only because they're desperate," a mocking female voice rang out, as a young woman strode into the room, accompanied by a prison guard.

"Babe!" Hagees said in surprise, embracing and kissing his girlfriend. "What are you doing here? You shouldn't be allowed-"

"Get your shit together, Jeff. There's a car waiting out front," Erica said with a grin.

"What…why?" he asked in confusion.

"You've been signed out on a work-release program."

* * *

"That's what made Ginger Rogers so great," Alyssa was saying to Rick as they walked Rambo that afternoon, as she returned from class. "She did everything Fred Astaire did, only backwards and in high heels! It's even harder than it looks."

"So that's why you like those old Hollywood musicals so much," Rick noted. "It's-"

"Inspiration, no doubt about it," Alyssa replied. "Good practice trying to keep up with the film, too. Great exercise, too. Ever wonder how Catherine Zeta-Jones and I keep our awesome figures?"

"I suppose you're going to tell me?" Rick replied.

"Who needs the gym or the basketball court when you can dance?" she winked at him. "Keeps me in great shape!" she grinned.

Rick felt hot all of a sudden, despite the snow and the frigid temperatures.

"Are you still auditioning for that _Sleeping Beauty _thing?" he asked Alyssa.

"I'll be playing Aurora…as if there was any doubt," she chuckled. "I'll do even better at it than I did as Clara."

"It's your final exam, right?" Rick asked, as Alyssa nodded in response.

"Christmas break will be coming in a couple of weeks," she noted. "What will you be doing until then?"

"Fixing up the last details of Mom and Dad's estates," Rick answered. "After that, chances are I'll be meeting with Leah and Bobby to fill them in on it, before heading down to Albany for the funeral, hopefully for mid-December. Worse yet, I've got to go to court next week and make sure everything's handled properly-remember, they never wrote out their wills. And **then **I've got to get ready for Christmas…" he sighed sadly.

He leaned wearily on Alyssa's shoulder as they entered his apartment building. On their way to the elevator, they were confronted by an elderly couple whose lined faces testified to years of hard living in New York through the dark days of the 1970s and 1980s, before any of the city's superheroes had come along to help keep a lid on the city's criminals. Morris and Ida Epstein were retired now, in their mid-70s, but they had not lost the humor they possessed in their younger days.

"What are you kids up to this time?" Morris asked, a merry twinkle in his eye, grinning as Rick and Alyssa looked at each other nervously, turning red.

"You too busy to think about our rent?" Ida chimed in.

"Oh no," Rick groaned. "Please, Mr. and Mrs. E, I completely forgot about…"

"Don't worry about it, son," Morris patted him on the shoulder. "We know what you've been through recently, so we'll cancel the rent for this month and December. We were good friends with your parents, and we know what it's like to lose someone you love. Hell, we lost **our **son in Vietnam," he continued, shaking his head sadly. "Just work everything out and get yourself together first."

"Besides which," Ida chuckled, "You've been bringing us some good tenants. That nice Julia girl has worked out just fine, and-"

Alyssa's eyes flashed over at Rick, an eyebrow raised archly as Rick shifted uncomfortably.

"Oh, it's nothing like that," Ida tittered. "The poor girl just needed somewhere to stay when some supervillain wrecked her old place. I take it you're the person who might be moving in when we kick the Johnsons out?"

"Well, it was one place I was considering," Alyssa began. "Do you allow pets?" she asked, indicating Rambo with the leash in her hand.

"Sure, sure," Morris answered. "Our only rules are no parties, no loud music, and no harassing the other tenants. We can talk some more upstairs, if you like."

Alyssa nodded, and set off with Rambo and the Epsteins, before turning around and giving Rick a wink and a smile.

_You could warm the heart of Doctor Doom with that smile, _Rick thought.

He was suddenly mortified as he realized Sleepwalker had been in his mind all day and all afternoon, and had clearly heard every one of his thoughts.

* * *

"So let me get this straight," Hagees said, reclining in the back of the limousine with one arm draped over Erica and the other holding a glass of hard stout. "The Kingpin wants to hire **me **to resume my identity as 8-Ball, and go back to crime?"

"That's right," Frederick Foswell smiled. "You'll get a new costume, new equipment…whatever you want for your arsenal, you'll get."

"And just why is the Kingpin so interested in me?" Hagees asked suspiciously. "There are any number of supervillains he could hire to do stuff for him. I just heard about those Nasty Boys, and how they got sent up the river for blowing a job the Kingpin gave them."

"As I'm sure you can imagine, the Kingpin takes a keen interest in the various costumed heroes that have shown up over the last decade," Foswell replied. "One thing he's noticed is that, quite often, heroes will encounter many of the same costumed criminals time and again. Spider-Man is a classic example, having repeatedly confronted individuals such as Electro, Doctor Octopus, and the Green Goblin."

"But the only one of those guys I've fought is-" Hagees began, before the realization dawned on him.

"Sleepwalker…" he muttered. "You want me to take on Sleepwalker again?"

Jeff Hagees' nostrils flared angrily, as he began taking deep breaths.

"That bastard's been getting in the Kingpin's way?" Erica asked, as she patted Jeff's arm to calm him down.

"He's one of the most mysterious costumed heroes to appear in New York," Foswell replied. "Already some of his actions have hindered the Kingpin's plans, and he may well become as great a threat to the Kingpin's operations as the likes of Spider-Man, the Punisher, or Daredevil. As such, the Kingpin wants to know more about him, to learn what makes him tick. That's where you come in. It's our bet that your activity will draw him out soon enough, and then, by judging his powers and his actions, we'll learn more about him."

"How much do I get for this?" Hagees demanded.

"All the proceeds from your robberies, in addition to a nice $20,000 for doing the jobs the Kingpin wants you to but that you likely won't make much money for," Foswell replied, tossing Hagees an envelope and leaning back as he opened it up and looked through the list it contained.

"It'll take me a little while to get my gear back together," Hagees noted, "since Sleepwalker shredded my old Hover Rack, my pool cue, and everything else."

"The Kingpin's scientists will reconstruct it according to your specifications," Foswell assured him. "Same costume, same gear, same everything, as well as any new designs you might have in mind."

"So, to recap…" Hagrees began, finishing his stout. "The Kingpin's going to finance my return to crime, and pay me to do some other odd jobs for him as 8-Ball?"

"Precisely," Foswell replied.

"Then consider me pocketed," Hagrees grinned, "and consider Sleepwalker scratched."

* * *

"Mounds of paperwork," Rick sighed to Alyssa as they walked Rambo several days later. "This is even worse than final exams. Day after day after day of-"

"-rehearsals, aching muscles and late nights," Alyssa finished for him. "Everyone's feeling the pinch-Gwen says even Peter's getting stressed out over his Chemistry exam, and-"

"**Peter's **getting stressed over Chemistry?" Rick asked incredulously. "He should be able to take that class in his sleep."

"Well, with his work at the Bugle, and his dashing all over town for that, it can be tough for anyone to juggle," Alyssa replied. "Even I'd have a hard time with it."

"You seem to have the role of Aurora pretty much down pat," Rick noted.

"That's just what it looks like," Alyssa sighed. "That's the thing about the performing arts sometimes-you just can't imagine the politics that goes on backstage. I had to sweat blood to get the lead role, and even then it was a close call. You wouldn't believe some of the egos of some of those dancers…"

"You would know, right?" Rick grinned.

That earned him a slap upside the head from Alyssa.

"With me, it's not ego," she chuckled, a twinkle in her eye. "It's just fact. Remember that swing competition I entered with my cousin Mark last summer?"

"And which trophy was that again?" Rick asked. "Red, Kenny and I carried almost twenty or so when we helped you move into the Epsteins' building."

"The red one with the silver edging," she replied, as Rick nodded.

Forced to turn down a side street to avoid Rambo snapping at another dog coming their way, Rick and Alyssa soon came across an off-leash area. Smiling to one another as they realized there were no other dogs present, they soon had Rambo chasing after the dog toys they had brought with them.

At one point, Alyssa tossed another toy in Rick's direction. Dodging out of the way, he soon tripped over a speeding Rambo and fell face-first into the snow. Rolling around and sitting up, he was suddenly knocked flat on his back again by a returning Rambo, who promptly dropped the ball in his mouth and began licking Rick's face as the young man laughed helplessly.

Half-covered in snow, Rick got to his feet, a wicked grin on his face. Holding Rambo's ball in his hand, he squeezed it once to make it squeak, then tossed in Alyssa's direction. As Rambo took off after it, Alyssa spun out of her dog's way with a dancer's grace, before getting a snowball in the face from Rick.

"Did you know how pretty the stinging snow makes your cheeks look?" Rick grinned.

Irritated, Alyssa charged at Rick, and tackled him back into a snowbank.

"Let's see what the snow does to **your **face," Alyssa challenged.

All Rick could do was burst out laughing as they wrestled, as Rambo came trotting casually back to the scene and sat down, curiously watching the fight.

* * *

Within Rick's mind, a bemused Sleepwalker watched the thoughts and emotions swirling by. A feeling of peace and calm seemed to radiate through Rick's mind, mingled with joy and pleasure.

A stray thought passed below Sleepwalker, who tilted over to examine it. They were lines from a song Rick remembered from his youth-a group called Ace of Base, or some such thing.

_**Give me all your tears…**_

_**Let me turn them into pearls…**_

Nodding, Sleepwalker leaned back and closed his eyes, placing himself into a meditative trance and taking care to ignore Rick's private thoughts.

When the Iddoctor returned to Rick's mind, it would no doubt be pleased with the state of Rick's mind.

* * *

They were coming for him.

The boy knew it, and he had to run.

He had to hide.

If it wasn't one, the boy knew, it was another.

Some of them sought to kill him.

Some of them sought to use him.

Barely eight years old, the child knew little of the outside world beyond his mother's home.

He did, however, know how to keep himself warm, how to receive food and water, and how to travel.

And he also knew he had to escape.

Before they came for him.

Bursting into tears, the child looked up at the Edinburgh skyline.

He hoped he wouldn't fall asleep soon.

That was when the nightmares began.

* * *

The next day had Alyssa back at class and dance practice, with the Epsteins dog-sitting Rambo and Rick returning to work on his parents' estates. Once again, his mind was nearly numbed by the work, and finally he needed a break, falling asleep on the couch in a matter of moments.

Sleepwalker was soon out and about in New York, having checked to make sure it was safe before leaving Rick's apartment. People pointed and recognized him as he passed overhead, some occasionally calling out to him, but the alien had become used to this sort of attention since he had begun manifesting in the human world.

He had also become used to listening for the sounds of screams and crashes, both of which sounded clearly to his sharp ears. Flying off in the direction of the sounds, he soon came down to the Diamond District of Manhattan, aghast at the wreckage he saw in front of some of the city's prime jewelry boutiques.

As Sleepwalker touched down, he was confronted by the sight of a man emerging from one of the boutiques, dressed in black Kevlar body armor with white boots and gloves, and a black helmet with a large black 8 set in a white circle painted on the front. With a bag of loot slung over one shoulder, his jet-propelled pool cue in his hand, and a bag of ball bombs at his side, the costumed criminal known as 8-Ball grinned widely at the new arrival.

"Long time no see, Sleepwalker!" 8-Ball smiled. "Miss me?"

_"8-Ball!" _Sleepwalker started, stunned by his old enemy's appearance. _"How did you effect your release from prison?" _he demanded, warping the ground in front of 8-Ball to rise up and capture the criminal.

"I work hard for the money," 8-Ball laughed in reply, expertly springing back and pulling a ball bomb from his side bag and tossing it at Sleepwalker, who promptly blew it apart with his warp vision. A flash of bright light appeared from inside the ball, blinding Sleepwalker and causing him to pull back in alarm, but not fast enough to avoid the high-class Humvee 8-Ball flicked at him with his pool cue. Slammed head-on by the flying vehicle, Sleepwalker flew back and crashed into and through the pillar and then the plate-glass front window of one of the jewelry shops, the car coming in after him and crushing him under its weight.

Emerging from the shop with the car and tossing it aside, Sleepwalker just barely managed to dodge the chairs and table 8-Ball repeatedly shot with his cue stick, stopping them with his warp beams and then flinging them back. 8-Ball backflipped out of the way and snapped his fingers, causing Sleepwalker's jaw to fall open as a mammoth 8 ball rolled up towards 8-Ball from behind. Leaping aboard, his magnetized boots easily holding on to the hovercraft, 8-Ball laughed hysterically as he tossed a ball bomb into the pavement below, blowing several large pieces of pavement into the air that he shot at Sleepwalker one after another with deadly precision.

Struck, battered and bruised by the flying missiles, Sleepwalker set out trying to extinguish the fires 8-Ball had started with his explosive ball bombs, using his warp beams to gather material to smother the fires, also freeing people who had been trapped in the wreckage caused by the villain's rampage. Laughing out loud, 8-Ball continued to taunt Sleepwalker, tossing more ball bombs that exploded into flame and using his pool cue to cause more mayhem by striking parts of the buildings and sending them plummeting to the streets below.

One minute, Sleepwalker was using his warp beams on falling debris, forming it into a stable arch that protected the cowering old man it would have otherwise crushed, and the next he was flying to save a mother and her two children from the fires caused by 8-Ball's explosive weapons. People fled in every direction as the alien struggled to help them.

_8-Ball has planned his moment well, _Sleepwalker realized. _I cannot fight him effectively and protect these innocent bystanders simultaneously…_

As 8-Ball prepared to strike again, Sleepwalker began rising up to confront him. Whirling around, 8-Ball threw a ball bomb at Sleepwalker, who blew it up with his warp beams…and suddenly faded from sight.

"I…what the hell…" 8-Ball muttered. "Fuck yes! He scratched!" 8-Ball flew away on his hovercraft, tossing one last commemorative ball bomb down on the Diamond District below as he cheered and sang to himself.

* * *

Muttering, Rick woke up at the sound of the knock and walked over to his door, pulling it open to see Alyssa and Rambo.

"It's time for Rambo's walk!" Alyssa said brightly. "Care to join us?"

Rick only smiled.

His heart felt lighter than it had in weeks.

_Damn, I never realized how well knee-high boots went with skintight jeans…_Rick thought to himself.

He suddenly caught himself.

_Damn…_he wondered. _What's wrong with me? And don't answer that, _he thought inwardly to Sleepwalker.

* * *

"He calls it 'Project Venom', sir," Fancy Dan advised the Kingpin as they sat in his main underground office. "Dr. Malus says that he's found a way not only to imbue humans with animal characteristics, but to fuse different types of animal traits together. Man'd get a tail with an electric scorpion sting and clawed, pinching fingers, **and **the powers of a spider! Says it's just the thing you need to take down Spider-Man. If we get the Scorpion back-"

"I have changed my mind on the Scorpion," the Kingpin replied. "Mac Gargan has proved a singular disappointment, unworthy of the gifts Dr. Malus has given him on my behalf. I shall have the Ox find a more suitable candidate for this 'Venom' process, as he calls it."

"Sir?" the Ox asked as he walked into the Kingpin's office.

Wilson Fisk, the man who led a double life as both the mysterious, faceless Kingpin of the world's largest crime syndicate and president of Roxxon Oil and Industry, looked up expectantly.

"Seems like this Sleepwalker character bit the dust, at least according to 8-Ball. We've got the videos, readouts on Sleepwalker's power, that sort of thing, if you still wanna look at 'em. The surveillance equipment the Tinker built into the gear he constructed for 8-Ball worked perfectly. "

"8-Ball was successful, then?" the Kingpin asked, as he took the material from the Ox.

"Least by his standards. Got away with just under two hundred grand in diamonds and jewelry, says Sleepwalker faded away as he threw a ball bomb at him," the Ox replied.

"This data will yet prove very useful," the Kingpin replied. "As I recall, the assassin Hellrazor, when I sent him to slay Silent Fox, the grandfather of Wyatt Wingfoot, reported seeing Sleepwalker fade away when he first confronted him. And, of course, he returned with the Thing and Wyatt Wingfoot to confront Hellrazor once more and defeat him. I have no doubt that Sleepwalker is alive-his ability to fade away is in all likelihood a teleportation ability of some sort, or some sort of self-preservation trick."

"So what is he then, boss? A mutant, some kind of alien?" Fancy Dan wondered.

"My scientists shall examine this material more closely, as shall I," replied the Kingpin. "It matters not what this Sleepwalker person is-indeed, should he encounter 8-Ball again, it will please me to gather even more information on this apparent threat."

"8-Ball won't be too happy to find out Sleepwalker survived," the Ox noted.

"To the contrary, my dear Oxford," the Kingpin smiled, lighting a cigar. "This will serve as fine motivation for him to continue his criminal activities, and battle Sleepwalker once again."

"And, of course, he will have additional motivation to slay our mysterious foe once and for all."

(_**Next Issue:**_ When a forgotten part of Alyssa's past comes back into her life, a torn Rick is left wondering how to respond. Sleepwalker can offer no help, as he desperately tries to stop 8-Ball's reign of terror! All this and more in _Sleepwalker #24: Burning Bridges_!)


	25. Burning Bridges

Buildings adorned with bright, glittering Christmas lights were one of the typical signs of early December, along with the long, starry night and the dusting of thick white snow on the ground. It was a time for peace on earth, and goodwill to all.

Jeff Hagrees, also known as the costumed supervillain 8-Ball, hardly felt much goodwill as he emerged from the limousine with his girlfriend Erica. He scowled up at the large, mansion-like building in front of him, decked out like a Christmas tree as a sign of the holidays, standing out clearly in the dark New York State countryside. His grim footsteps crunched loudly in the snow as he slowly tromped towards the front doors, Erica right behind him.

He greeted the secretary with a scowl as he walked in, Erica right behind him.

"Is Dr. Harrow in?" he demanded, never one to stand on ceremony. "It's time for our monthly appointment."

"Most certainly," the secretary answered implacably, well-used to dealing with ill-mannered men. She typed in an entry on the computer in front of her, and waited briefly for the response, before nodding and looking back up at Jeff and Erica.

"Room 139, same as always," she said calmly, before returning to her work.

Room 139 of the manor-like house was like all the others-immaculately decorated, with state-of-the-art medical equipment, one patient to a room. The house was one of the finest independent medical institutions in New York State, well-known for the quality of the care it offered patients, if somewhat less famous for the nature of the patients it was known to treat.

Sleeping on the lone bed in the room was a middle-aged man, in his mid-fifties probably, clad in a hospital gown. His flesh was gray in pallor, both wrinkled and flaccid. The medical equipment around him, including a top-of-the-line kidney dialysis machine, worked flawlessly.

Standing over the man in the bed was another middle-aged man, several years younger. His short-cropped hair, beady eyes, coke-bottle eyeglasses, bushy moustache, and scruffy beard all gleamed as Jeff and Erica stepped into the room, as their owner smiled like a spider at the center of his web.

"So nice to see you both again," Dr. Jonas Harrow, M.D., grinned at the two.

"Cut the crap, Harrow," Hagrees snapped curtly. "How is he?"

"Stable, as he has been for the last four months," Dr. Harrow replied, adjusting his glasses in a matter-of-fact tone. "He's still very weak from cardiac edema, and the vermian atrophy's effects may well be permanent."

A scowl briefly crossed Hagrees' face as he considered the old man in the bed, before it passed into a look of…pity?

"How about his kidneys?" Hagrees demanded.

"Even with my resources, donor organs are still scarce," Dr. Harrow answered. "We need to find one that his body won't reject."

"Even with all the money we pay you?" Hagrees scowled.

"Do you honestly think that if I had a suitable organ, I wouldn't have already done the operation?" Harrow shot back.

"Whatever," Hagrees muttered, sadness creeping back into his voice. _It feels strange, _he reflected, _to look at him and not smell any booze. Twenty-seven years…_

Dr. Harrow cleared his throat loudly.

Too absorbed in staring at the old man in the bed, Jeff did not react either to the doctor's action or to Erica taking a briefcase from his hand. Staring daggers at Dr. Harrow, she tossed the briefcase at him, which he caught easily and opened with a single flourish.

"Very good," he smiled as he looked over the row of bills inside. "Four months worth, I see! You've been busy, my friend."

"Don't you watch the news?" Jeff muttered at Dr. Harrow, finally looking up. "I hit the Diamond District last week, and then that gold shipment to Fort Knox-"

"And a couple of other places I didn't expect," Harrow noted. "I somehow doubt a children's hospital and a post-modern art show would have much worth stealing. And how, pray tell, did you manage to get your gold and diamonds fenced so quickly?"

"None of your damn business," Hagrees snapped. "Let's just say I've got connections who take care of that stuff, and line up odd jobs for me."

"Certainly," Dr. Harrow replied smoothly. "By the by, I should tell you that this payment will only cover the next three months, I'm afraid."

"What kind of shit are you trying to pull, Harrow?" demanded Erica, as Jeff glared dangerously at him.

"You'd be surprised at the costs of running an HMO," Dr. Harrow replied without blinking, "especially considering the arrangements I have to make for some of my…'exceptional' clients."

"You son of a-" Hagrees began, before his gaze was pulled to the old man in the hospital bed, who continued to lie unconscious.

"We'll be back," he finally mumbled in a deflated tone. "Come on babe, let's go."

Outside, as they were about to get back into the limousine, Hagrees turned around one last time.

_HMOs…_he thought to himself, shooting a look of hatred at the building. _And they call __**me **__a criminal…_

* * *

SLEEPWALKER #24

"BURNING BRIDGES"

* * *

The skyline of New York city was always brightly lit at night, but by the start of December it became a virtual galaxy, as everything from houses to apartment balconies to office buildings were hung with bright lights and decorations. To Sleepwalker, flying on his nightly patrol, it offered a strange, oddly comforting parallel to the hauntingly beautiful starlit skies at night, one of his favorite sights in the world of humans.

In the several days since his last confrontation with 8-Ball, Sleepwalker had realized that the billiard-based criminal had not been idle. There was little Sleepwalker could have done about 8-Ball robbing the gold shipment, given that he had done it during the day while Rick had been busily working on funeral arrangements, although the alien had only arrived just in time to save the occupants of the children's hospital that 8-Ball had lit on fire. More concerned with rescuing the children and helping the firefighters get the blaze under control than pursuing 8-Ball, Sleepwalker had been forced to let the villain escape once again.

What was also puzzling, however, was why 8-Ball was attacking places that seemed to offer nothing of monetary gain-what profit was there in robbing a hospital or a post-modern art show done by an obscure local artist?

The alien's reverie was soon broken by the screams and the sounds of a struggle he heard in the alleys down below. Dropping quickly to investigate, Sleepwalker saw a gang of youths viciously beating another teenage boy with their fists, one holding him in a full nelson while the others struck him across the jaw and chest. Most remarkably, he noticed one of the youths standing off to the side, apparently…filming the attack on his cellular phone?

Focusing his warp beams on the fire escapes on the buildings that framed the alley, Sleepwalker quickly had most of the teenagers helplessly entangled, shouting in anger and fear but unable to escape. The last youth, the one filming the attack, desperately tried to run, but Sleepwalker easily caught him and hauled him up by the collar, rising up twenty feet in the air.

_"What is the meaning of this?" _the alien growled, his glittering purple eyes staring intently into the teenager's own. The Sleepwalker's eyes were compounded, much like those of an insect, making them all the more unnerving.

"Don't kill me, man! Please don't…don't…"

_"You did not answer my question," _Sleepwalker warned him.

"Just…uh…we're just having some fun!" the teenager whimpered. "Happy-slapping, you know?"

_"Your victim does not seem to have been enjoying himself," _Sleepwalker noted grimly, levitating back down to examine the gang's battered and bruised victim. The other boy just looked at him, unsure of whether to feel fear or gratitude.

_"What does he mean, 'happy-slapping'?" _Sleepwalker asked the beaten boy.

"That's when a group of people go around and beat other people up at random. They tape it on their mobile phones, iPods, whatever," the happy-slappers' victim replied, gaining courage with the alien's presence.

_"So then, this mobile telephone will offer evidence of what they have done to you?" _Sleepwalker asked, holding the phone up with his free hand.

The other boy nodded.

With that, Sleepwalker rose up and focused his warp vision on the fire escape once again, entangling the last of the happy-slappers before coming down and dialing 911 on the mobile phone.

It was a simple matter afterwards for Sleepwalker to free the happy-slappers from the entangled fire exits, bringing them down one at a time to the police, before returning the tangled and twisted metal to normal with his warp vision.

* * *

The next afternoon, Rick and Alyssa sat in the cafeteria of the Students' Union Building at Empire State University, unloading to one another over a shared pizza.

"…I never realized dancing en pointe could be so painful," Rick winced, as Alyssa took a drink of her Pepsi.

"It is, believe me," she replied. "How are things going with the funeral?"

"It'll be on the 15th, if everything works out. That'll give time for Bobby and Leah, and all our aunts and uncles, to be able to come down. It'll be after exams too, so you'll be able to come if you want and-"

"Why wouldn't we come?" she asked him, a look of shock on her face.

"Right, sorry," Rick smiled. "You know, Alyssa, I really appreciate everything-"

"Alyssa? Is that really you?" a male voice cut in on their conversation. A handsome, middle-sized young man with sandy-blonde hair ran over to them, a huge smile on his face. Dressed in the latest Tommy Hilfiger fashions, he cut a dashing figure, even more so with his trim, athletic figure.

"Whitney?" Alyssa looked up in astonishment. "Oh, Whitney!" she exclaimed, crushing him in a hug. "How long has it been?"

Rick sat at the table, a blank look on his face, before he cleared his throat.

"…Oh!" Alyssa started, turning around to Rick and sitting back down, as Whitney joined them. "Whitney, this is my friend Rick."

Whitney smiled and Rick frowned as they shook hands.

"I met Whitney at a rendition of _The Firebird_ a couple of years ago," Alyssa explained. "We decided to be partners for this ballroom dancing contest, and-"

"Oh…yeah…Whitney Cooper III. I remember now," Rick said, forcing himself to sound enthused and smile. "You guys killed the competition."

"Please, none of that 'the Third' stuff," Whitney groaned. "The only reason I was named Whitney was so that Dad could add that to impress his new father-in-law after he married my mom and I was born. Please, I really don't like it."

"Well, why not?" Rick wondered. "I always thought it'd be cool to have something like that. Makes you sound-"

He twitched as Alyssa kicked his leg under the table.

"So, you're at ESU now?" Alyssa asked Whitney, who nodded.

"Yeah, Sociology major. How about you guys?"

"English and Dance," Rick answered, a half-smile on his face. "Not hard to tell who went for what."

Alyssa frowned at him briefly, before looking back at Whitney.

"You can say that again," Whitney grinned. "There's only one dancing queen I know. Hell, she puts Gregory Hines to shame."

"Well…" Alyssa said, "that's going a bit far, I think."

"No it isn't," Whitney laughed. "Anyway, I gotta go-I was just on my way to my next class. What are your e-mail addresses?"

"I don't have one," Rick replied, before Alyssa kicked him under the table once again. "Oh…I thought you meant a Hotmail one," he added hastily. "I use Google Mail instead."

"Are you alright?" Alyssa asked Rick after Whitney had left.

"Yeah, I guess…" Rick trailed off. "I was just…surprised you knew that guy."

"Whitney and I are old friends from way back," Alyssa said. "I just haven't seen him for a few years, was all."

"He's not in any of your dance classes?" Rick asked.

"No, he told me he was going to quit after the contest we entered together. Said it was taking up too much of his time," she answered as Rick nodded.

"So, the funeral date is set?" Alyssa asked. "Were there any problems making the arrangements?"

"You bet there were," Rick sighed. "First off, I had to work out when everyone would be able to come down, and then…"

* * *

Within Rick's mind, Sleepwalker could only raise an eyebrow at the sudden rise in tension and worry in his human host's emotions, before they returned to normal just as quickly.

As he observed the muddle of emotions running through Rick's mind, for some strange reason the alien suddenly found himself reflecting on Sv'ara, still lost within the Mindscape.

* * *

It looked so absurd, a child's toy airplane, it seemed like.

And yet, it was flying over the Atlantic Ocean, a little toy barely five feet wide, decorated to look like a G.I. Joe fighter plane, with the child at the controls.

The boy couldn't take any of the flights leading from Edinburgh-the man that screamed would have caught up to him sooner or later. Crossing from Scotland into England was out of the question-the white-haired man's acolytes were swarming all over that part of the country, and they would have found him if he tried to catch a flight, no matter where he went.

So, the child did the only thing he could think of.

He created his own transportation.

The large X he had created on the control panel was his only hope.

The dreams nearly drove the boy insane when he slept. He wasn't sure what they were…images of horrifying tendrils and webbing flashed across his mind…but they kept telling him to fly east, that his mother would die if he followed the X.

In spite of the dreams, the boy flew west instead, to the United States. Despite what the dreams said, he **knew** that the screaming man and the white-haired man-and probably the blue lady and the man with the robots-would hurt his mother if he didn't leave Scotland right away.

Maybe his father-his _real_ father-would be able to help him.

The X was his only hope.

* * *

Sleepwalker's patrol that night was uneventful, at least for the first hour or so, until he noticed the wrecked Brinks armored cars, which looked as if they had been violently hurled into one another, smashed together with enough force to break their doors open.

Even if it hadn't been 8-Ball, Sleepwalker knew that only a supervillain could have done that kind of damage, and that whoever they were, they had to be stopped.

Following the police cars that had initially stopped at the scene, Sleepwalker soon found his suspicions confirmed; a giant, floating hovercraft in the shape of a mammoth 8 ball flew over the raised railroads that made up part of New York's rapid transit system. His cue stick in one hand, a ball bomb in the other, 8-Ball stood on top of the craft, his triumphant laughter carrying to Sleepwalker on the cold December breeze.

Almost as if on cue, 8-Ball stopped his hovercraft, and spun around to regard the approaching Sleepwalker, hovering in place as he burst out laughing.

"Gentlemen's call, ball in hand, double the rail!" he chanted as he tossed his cue stick in the air. Taking a pair of ball bombs in either hand, he tossed them in opposite directions down towards the rail lines, where they suddenly exploded in twin bursts of liquid napalm, setting the electrical wires on fire and blowing huge holes in either bridge. To Sleepwalker's horror, the subway trains approaching on either rail line were about to crash straight into the fiery wreckage.

_8-Ball has planned this all quite well, _Sleepwalker realized, _including the schedules of the trains. But he does not realize that I have planned as well…_

Expecting Sleepwalker to focus his warp beams on the burning bridges themselves, 8-Ball was caught completely off guard by what the guardian of the Mindscape did next. Focusing his warp vision into a narrow beam, Sleepwalker punched into and through the villain's hovercraft, shattering its engines, before expanding his beams to engulf the whole hovercraft, flipping it upside down and shaking it violently, leaving 8-Ball too dizzy to react as the suddenly rubbery bottom of the hovercraft continued to vibrate.

Pulling back to widen the scope of his vision, Sleepwalker expanded his warp beams once again, stretching the hovercraft into a long, grooved bridge that extended from one wrecked bridge to another. Gritting his teeth against the headache that was setting in, Sleepwalker then proceeded to catch the falling trains with his warp vision and force them right-side up, dragging them onto the bridge he had constructed out of 8-Ball's hovercraft and bringing them to a stop. The alien had taken care to only make the bottom part of the hovercraft rubbery and elastic, so the trains were securely settled on his bridge. Many of the people in the trains were in shock from the experience, and others were bruised from being thrown around, but that was the worst of it. Finally, Sleepwalker warped the snow in the streets beneath the railways, whipping them up to extinguish the flames.

With the passengers out of danger, Sleepwalker focused his attention on 8-Ball, who had recovered enough to drop to the street, where Sleepwalker came down to confront him. Dodging the first two cars 8-Ball flicked at him with his cue stick, Sleepwalker caught the third with the pavement he raised with his warp beams, and threw it back at the billiards-based villain, who rolled out of the way and pulled out another ball bomb. Rising above the bomb and the tear gas it contained, Sleepwalker was struck by the novelty Christmas tree that served as 8-Ball's next missile, knocking him back to the ground, temporarily blinded by needles.

Standing up and throwing the tree aside, 8-Ball used his cue stick on the ground itself, propelling himself into the air and tossing more ball bombs at Sleepwalker, who easily dodged them and followed 8-Ball up to the roof. Flinging yet another ball bomb, this one filled with liquid nitrogen, onto the heating units up top, 8-Ball flicked them with his cue stick, sending shards of ice flying everywhere, hoping to escape in the confusion.

Sleepwalker didn't try to catch up with 8-Ball, whipping up a wave of snow with his warp beams and sending flying out in front of him, covering the villain and then engulfing him in a torrent of ice and snow. Hearing 8-Ball's cry of alarm, Sleepwalker froze the snow before it blew his foe off the roof, finally freeing the temporarily frozen 8-Ball up to his waist. Numbed with cold, 8-Ball fumbled for his cue stick, but Sleepwalker was faster, catching it with his warp vision and using it to bind 8-Ball, pinning his arms to his sides before confiscating his ball bombs.

_"To borrow your terminology," _Sleepwalker noted grimly to his defeated foe, _"it appears to me that you have committed several 'fouls', as it were. And now, to be sure, you have been 'skunked,' as I believe is an acceptable term in the game of billiards." _

"Shut up! Just shut up!" 8-Ball screamed in anger, as he heard the police sirens in the streets below.

* * *

After the police arrested 8-Ball, Sleepwalker returned to the destroyed bridges, using his warp beams to help repair the damaged bridges. It was one in the morning when Rick was awakened by one of his neighbors coming home late and tripping over a loose piece of furniture, the loud crash and cursing waking him up and pulling Sleepwalker back into his mind before he returned to sleep, allowing the grateful alien to remain in Rick's mind for the rest of the night, drawing energy from the Mindscape to restore himself.

Most of the rest of the next day went on as normal, Rick spending the day going over tax receipts from his parents' estate, while Sleepwalker meditated in his mind.

Later that afternoon, however, they were both alarmed when Rick felt a sudden drowsiness overtake him, as his mental functions began to shut down. Falling asleep, Rick soon fell and slumped back in his chair, completely unconscious.

Inside Rick's mind, everything had gone blank. The only thing besides Sleepwalker himself was the portal leading to the human world, through which the alien soon emerged.

Materializing in Rick's apartment, Sleepwalker knew right away that something was wrong. Everything around him was becoming hazy, shimmering, slowly becoming dark and twisted, simply…**feeling**…wrong…

Crossing over to the balcony, Sleepwalker opened the door and emerged onto the terrace.

_By the sacred thoughts of the Silent Ones…_he thought in horror as he looked over what was once New York City.

(_**Next Issue:**_ In the past, the Sleepwalker has triumphed over many horrors in both the world of dreams and the world of man. But when these worlds collide, can even the guardian of the Mindscape survive in a hellish living nightmare, a literal dream come true? As Sleepwalker struggles to free the people of New York from the hell they are trapped in, he finds he must confront the truth behing his imprisonment in Rick Sheridan's mind! All this and much, much more in the epic _Sleepwalker Annual #2: Heart of Darkness!_ Guest-starring the Uncanny X-Men!)


	26. Annual 2: Heart of Darkness

From the balcony of Rick Sheridan's apartment, Sleepwalker gazed in astonishment and horror over what was once New York City. Waves of shimmering color, a disgusting rainbow of purplish black, grayish blue, bloody mauve, and brownish puce, oddly reflected and broken in the angle at which they caught the light, shimmered across the sky, the buildings, the trees and the ground, each following the other in a slow, steady pattern that reminded Sleepwalker of blood pumping through a heart, keeping a perfect, constant rhythm so palpable the alien could almost hear it. The sky itself seemed to pulsate with that same heartbeat, even as the shifting colors moved at the same slow, unsettling pace.

Leaping from Rick's balcony to the streets below, Sleepwalker noticed the strange, bizarre scenes gouged into the walls of the buildings-patterns that seemed to move out of the corner of his eye and yet remained perfectly still when he looked at them. The alien felt as if he was being watched as he flew down to ground level, looking around uneasily at the walls and the street, all of which were marked with the same twisted symbols and unsettling movements, making Sleepwalker feel as if he was being stared at from every angle. The buildings themselves had become angled and twisted, as if they had…withered, for lack of a better word, seeming twisted in agony into improbable angles. The trees were just as strange, their branches twisted into hideous, ugly patterns that resembled something Psyko might have crafted with his madness beams.

As Sleepwalker looked around, he noticed scattered, half-remembered images floating through the air. Straining to get a closer look at them, the alien could not make them out-vague scenes of the Mindscape, Rick's parents, the Bookworm, and Sv'ara seemed to flash before his eyes, before fading away into nothingness. Vainly reaching out to them, Sleepwalker grasped at the air futilely, before finally catching himself.

All his instincts as a warrior of the Mindscape screamed at him that this was wrong, all wrong. Being caught in a nightmare was no unusual thing for a Sleepwalker, but this dream had become reality, intruding upon the physical world.

_How ironic,_ Sleepwalker thought grimly. _For so long have I yearned to return to the world of dreams, and now I find that it has encroached upon the physical world. I have dwelt in both realms, and now they have come together in a nightmare made reality. _

* * *

SLEEPWALKER ANNUAL #2

"HEART OF DARKNESS"

* * *

Trying to decide which way to go, Sleepwalker suddenly heared distant music coming from far off to his left. His instincts on edge, Sleepwalker slowly drifted towards it, constantly looking about, expecting an attack from any direction. As the music got closer and clearer, Sleepwalker realized how discordant and off-key it was, making his skin crawl uncomfortably. Feeling a chill along his spine, the alien realized just how…wrong the music sounded.

As Sleepwalker passed into the crossroads where the music was coming from, he was confronted with a bizarre sight. Four humans stood in a circle, perfectly mirroring each other as they spun and twirled in a bizarre dance. Their faces were set in bizarre, fixed grins, almost resembling the Joker, one of the supervillains Sleepwalker recognized from the Batman comics Rick had read in his youth. As Sleepwalker approached, the four humans stopped their dance and lined up before him, taking a bow and standing silently.

One was a white-haired man dressed in imposing red and purple armor, glowing with a soft reddish radiance, even as he emanated an almost tangible sense of power and command. To his confusion and horror, Sleepwalker recognized him as Magneto, the mutant supremacist whose Acolytes advocated mutant superiority and revenge on humanity for its mistreatment and hatred of the mutant race. From everything he had heard, Magneto was a truly deadly foe. The second figure was a brown-haired man in a maroon business suit that Sleepwalker seemed to recall but could not place, and the others, a gray-haired man with glasses and a woman with dark blue skin, deep red hair, and black leather clothing, were unknown to him.

"_Explain your presence here,"_ Sleepwalker demanded, wary of the strange beings.

"Ah, the merriness of symbols," the gray-haired man smiled wanly. "So much do I love this, the expression of my reality."

"So true, Master Kelly," the blue-skinned woman replied. "You and I, all of us…intertwined in the dance…would you care to join us?"

"He has joined us already, Mystique," the brown-haired man chuckled. "Nonetheless, surely all dances must come to an end at some time, should they not?"

"Come now, Graydon," Magneto smirked, as he began to focus his powers. "We know the true power the dance offers!"

Sleepwalker just barely manged to avoid the metal railing that Magneto brought crashing down. Focusing his warp beams, he blew a wave of soil at the strange beings in front of him, as they all sprung out of the way with unnerving speed. Magneto took to the skies, even as Mystique shapeshifted into an eagle and did the same thing. Graydon Creed and Robert Kelly backflipped out of the way, before their bodies began to shimmer and fade, replaced by their true forms. White-skinned, faceless creatures, with long, slender limbs and torsos, and wide heads with large eyes of pure-black confronted Sleepwalker.

Maskacres were deadly horrors of the Mindscape, masters of illusion that could invade a human's mind by "masking" themselves as fond memories of things or people their victims trusted, before subjecting them to twisted nightmares or hallucinations. Sometimes they tortured a victim with nightmares involving his or her most cherished friends or family; other times they unveiled their true selves. Their resemblance to the creatures that were depicted in human culture as commonly involved with UFOs and extraterrestrials were no coincidence-the humans that believed they had been abducted were, in truth, victims of the Maskacres' unveiling their true forms and using it to strengthen the hallucination.

_Is this a dream, or is this the physical plane?_ Sleepwalker wondered. _No Maskacre could ever hope to manifest in the physical plane in such a manner…_

Immediately, the Maskacre disguised as Magneto-the twisted things could use the abilities of whatever they disguised themselves as, albeit on a lesser scale-gathered a volley of metal railings, girders and spikes, hurling them at Sleepwalker one after another. The missiles landed with a loud crash and clatter as Sleepwalker dodged, before focusing on them with his warp beams. Forming a long metal staff, the alien spun it around with his warp vision, slamming one of the Maskacres that had remained in its true form, sending it flying before slamming down on Mystique, who had morphed into the form of a giant scorpion.

Right away, however, Sleepwalker was confronted by the other untransformed Maskacre, who wrenched off a piece of the metal and swung it at Sleepwalker like a club, forcing the alien to form a spear out of some of the metal with his warp beams and use it to parry the blows. Up above, meanwhile, Magneto was about to use the metal to attack Sleepwalker again, distracting the alien's attention and leaving him vulnerable to a vicious blow to the face from the Maskacre wielding the club.

As it was about to crush Sleepwalker with the metal it had gathered, however, the Maskacre disguised as Magneto was suddenly struck with a bolt of hard red energy, disrupting his concentration and leaving him dizzy for a few moments as another flying figure appeared out of nowhere. Clad in in a green and gold bodysuit, the new arrival was a beautiful young human woman with long brown hair, marked with a streak of white. She punched the Maskacre hard, her superhuman strength knocking it senseless before she grabbed the creature and flung it head-first into the ground below.

The other two Maskacres were about to rejoin the fight, when the Mystique creature was suddenly struck with a volley of explosive rainbow-colored fireworks and darts that exploded into purplish energy as they struck it. The last Maskacre, leaping forward to defend its kin, was suddenly confronted with a short man in a strange beige and brown costume, snarling at him with feral teeth. Flicking its wrists, a pair of gleaming metal claws sprang from its hands and raked the chest of the Maskacre, causing it to hiss in pain before it slashed its own talons across its foe's face. The strange man did not seem to mind, in fact seemed to relish the pain, before he gutted the creature with his claws, grinning wickedly.

Suddenly realizing he had reinforcements, Sleepwalker focused his attention on the Maskacre in front of him, blocking its next few blows before driving his spear into its chest and tearing down to its thigh, causing the hideous thing to squeal in pain. Focusing his warp beams, Sleepwalker then warped the spear into a hard binding for the Maskacre, before picking it up and dragging it with him to confront his rescuers.

Although he had never met the seven people in front of him, Sleepwalker recognized them nonetheless from Rick's memories and his visits to that superhero website Cyrus had first shown him. They were the uncanny X-Men, a group of mutants who fought for the dream of their founder, the brilliant mutant telepath Professor Charles Xavier, of peace between mutants and humans. They fought both anti-mutant bigots like the Friends of Humanity and Humanity's Last Stand, and mutant radicals like the Acolytes of Magneto and the Brotherhood of Evil Mutants, who in response to the hatred and violence of humanity had proclaimed that mutants were the physically and morally superior race, seeking to take revenge on humanity.

"_What are you?"_ the alien demanded suspiciously. _"Are you like myself, creatures of the Mindscape who have manifested within the dream?" _

The seven beings looked at each other with strange looks on their faces.

"First things first, freak," one of the supposed X-Men snarled, the one who had killed one of the Maskacres, brandishing his claws. "You speak when spoken to, got it?"

"Stand down, Logan!" the leader of the group ordered. He was a tall man dressed in blue and gold, with a visor of red quartz over his eyes. "I can assure you, we're the real deal…unlike these things, whatever they are," the visor-wearing man replied to Sleepwalker. "Mind telling us exactly what you are?"

"He's a Sleepwalker," another of the X-Men replied for Sleepwalker. "Sleepwalkers are some of the warriors of the mental plane-they protect and defend innocent minds from the attacks of nightmares and demons." The speaker was a gorgeous young woman with flowing red hair, whose mental powers radiated clearly to Sleepwalker. "It's alright, we can trust him."

"How do you know that?" the clawed X-Man growled mistrustfully.

"Because," the red-haired woman sighed in some exasperation, "my powers allow me to channel and shape the energy of the Mindscape. I know a creature of that dimension when I see one."

"Stand down, Logan!" the red-visored man snapped again. "That's an order!"

Spitting at Sleepwalker, Logan finally stepped back.

"Please, ignore him," the red-visored man said calmly. "I suppose introductions are in order. I'm Cyclops, X-Men field commander. The red-haired woman is Jean Grey, a master telepath and telekinetic. The one with the claws is Logan, alias Wolverine. The rest of us are Rogue, Colossus, Jubilee, and Gambit," Cyclops continued, indicating each X-Man one by one.

"_Why have you come here?"_ Sleepwalker asked. _"Do you possess knowledge of what is happening?"_

"There's a friend of ours," Cyclops answered, "a little boy named Kevin MacTaggart. He's a mutant like us, one of the most powerful on the planet, with the ability to warp reality itself."

Sleepwalker merely looked back at him in astonishment.

_"And this young child is the cause of the nightmare we are trapped in?"_ he asked, almost incredulously.

"Not exactly," Jean replied. "Kevin doesn't really know how to control his powers. He's scared-he doesn't know how they work, or even what to do with his gifts. That hasn't prevented many of our enemies from pursuing him, however. The human racists seek to kill him, and the mutant radicals want to use him as a biological weapon, using his powers to help them destroy humanity."

"For weeks now, we have been fighting both groups, struggling to protect Kevin," Colossus answered, a notable Russian accent in his voice. "There were more close calls than you can imagine. Eventually, the stress and the fear got to poor Kevin, and he fled Scotland, hoping to find refuge at the X-Mansion with Professor X."

"The prof was the first one besides his mom to treat the kid as something besides a tool or a target," Wolverine spat, disgust creeping into his voice. "Chuck's been more of a dad to him than the son of a bitch who fathered him in the first place."

"Ya'll don't wanna know what Kevin's biological daddy did to his wife and son," Rogue said grimly, shaking her head. "Don't bear repeatin'…"

"While we were occupied with the Acolytes and the Friends of Humanity, Kevin tried to escape to New York. Created his own food and water, even his own jet plane, to fly to the States. We tried to catch up with him in New York, but then we ran into…well…this," Cyclops answered, indicating the nightmare. "We knew something wasn't right, and so we entered to investigate.

"How'd all this happen, anyway?" Gambit wondered. "Air don't seem right, 'specially when you consider there ain't no way Kevin coulda done this on 'is own."

_"The circumstances are mysterious indeed,"_ Sleepwalker noted, his chin in his hand. _"The nightmare manifested itself in a spontaneous fashion, simply creeping over my human host and putting him to sleep, thereby releasing me from his mind. I should like to know, Ms. Grey, whether you sense the presence of their minds anywhere within the spectrum of this dream."_

Jean shook her head.

"I sense them, but they're all blank, in a trance. It's like their minds have gone offline."

"_I may have determined a satisfactory explanation," _Sleepwalker said after some moments of thought. _"There is no conceivable way those Maskacres, creatures of the Mindscape, could appear on the physical plane, excepting a truly unique situation such as my own. All this, everything around us, is a dream and nightmare made reality on Earth. If my suspcions are confirmed, this Kevin MacTaggart is asleep, having a nightmare. Some entity as yet unknown has taken control of his mind, trapping him in sleep and tormenting him with nightmares, which then become reality, owing to Kevin's reality warping abilities." _

"That's impossible!" protested Jean. "Kevin simply doesn't have the capacity to affect reality on so large a scale-"

"_Perhaps not on his own, but if the entity that has enslaved him channels more energy from the Mindscape through him, could it not cause the radius of Kevin's powers to expand, increasing the size of the living nightmare and causing it to take effect over an ever-greater distance? The people who become affected by the nightmare fall into trances, their minds made blank," _Sleepwalker noted.

"So how come we didn't go blank when we entered the dream?" Cyclops wondered.

"_You have chosen to enter the nightmare as independent entities_," Sleepwalker replied, _"as did the Maskacres, and whatever other creatures of the Mindscape we may confront. They crossed from the Mindscape through the connection of Kevin MacTaggart's mind, of their own free will. Similarly, by entering the dream yourselves, you have maintained control of your wills and minds. It would only be when the nightmare had reached you and overcome you of its own volition, that you would be trapped." _

"So…like…what's all this going to do, huh?" Jubilee wondered.

"Just how stupid are you?" Wolverine thundered at her. "Who knows how big this psycho dream is going to get if we don't stop it?"

"For once, Logan is right," Jean nodded. "Whatever this entity intends to do, I doubt it's going to stop at simply taking over New York City. Could this nightmare engulf the whole world?" she asked Sleepwalker.

"_It is certainly possible_," the alien replied. "_As you know, the Mindscape is an infinte source of energy, and the amount of power that could be channeled from it is incalculable. If you seek to thwart this nightmare, it is my desire to assist you. I am a Sleepwalker-it is my duty as a warrior of the Mindscape to protect and liberate the minds of the innocent_."

"We can trust him, Cyclops," Jean confirmed.

"Alright then," Cyclops nodded. "Got any idea which way we should go?"

"_We are on the periphery of the dream,"_ Sleepwalker replied. _"To determine the source of the evil…that is the direction in which we must proceed," _he finally determined, after some minutes of scrutiny.

"You'll never end the dance!" the Maskacre leered. "Soon, everyone will play, together forever…one happy family…family…family…" it continued chanting before Wolverine silenced it with his claws.

"_You must not-"_ Sleepwalker began in horror, before he stared at Wolverine in disgust.

"_Do you murder even foes who have been defeated?"_ Sleepwalker snapped at him.

"Today's a Wednesday, so yeah," Wolverine replied casually. "Want me to show you how?"

"Logan!" snapped Cyclops.

Wolverine and Sleepwalker stared at one another.

"Both of you…please…stop this!" Jean pleaded. Mutant and alien both looked at her, before their visages softened.

"_Let us continue on our way_," Sleepwalker said darkly, drifting off on a path out of the clearing.

"Ya'll gotta wonder who's behind this, and just what they're plannin' with this nightmare," Rogue commented to Colossus as the X-Men set out after Sleepwalker.

"I do not believe it will be very long before we find out," Colossus replied grimly. "Nor do I think that we will like the answers."

* * *

The creature had foreseen the X-Men entering into the dream to rescue the MacTaggart whelp, and so it had prepared a special welcoming committee for them. It had scoured their minds to find some of their deadliest, most murderous enemies, and had settled upon the perfect group. Made reality by Kevin MacTaggart's powers, they were dispatched to kill the X-Men.

That was what the creature enjoyed so much about them.

Not only did they contribute to his own power with their actions, they played for keeps.

* * *

A cold wind began to blow as Sleepwalker and the X-Men penetrated deeper into the dream, even as the shifting colors around them grew darker in hue. The feeling of being watched by the symbols on the walls and streets, and even by the sky itself, grew to a feeling of paranoia, that made the alien and the mutants begin looking around furtively, uncomfortable looking in any one direction for too long a time. Again, images began drifting in through the air, now reflections of their deeper memories…memories of anger and hate, and the beings the X-Men, especially, associated with them.

"They're coming," Wolverine said, a manic look in his eyes as he sniffed the air. "Something…oh dear lord…it's them! THEM!" he shouted in a rage, before howling out a challenge to the beings that were even now coming towards the X-Men through the haze.

They were, to the X-Men, among the darkest symbols of pure malice, cruelty and sadism, the murderers who had slaughtered their own kind for reasons the X-Men did not know, aside from the fact that the killers found it fun.

They were the Marauders.

Caught momentarily off guard by the appearance of their old enemies, most of whom they had left for dead in the tunnels beneath San Francisco, the X-Men had no time to react before the nauseating waves of the green-haired woman called Vertigo caught them off guard. Caught in the middle of her attack, Sleepwalker felt the world spinning as if he were its axis, unable to even focus his warp vision. Then, he felt the stinging pain as the mutant dervish known as Riptide spun into action, unleashing a deadly wave of missiles. Some of the more vulnerable X-Men were protected by Colossus, Wolverine, Rogue and Sleepwalker, all of whom were exceptionally resistant to injury. Jubilee, however, was not so lucky and was instantly killed by the spikes and shurikens Riptide unleashed.

Her dying screams, and the searing pain of Riptide's attack brought Sleepwalker to his senses. Forcing himself to focus before the Marauders destroyed them all, he warped the ground in front of the Marauders, raising a wave of earth that knocked the killers off their feet and gave the X-Men time to recover. Infuriated by the death of one of their own, the X-Men charged in before Vertigo could strike again. As one, they rolled to either side to dodge the wave of flames the Marauder known as Scalphunter unleashed from his flamethrower. Cackling maniacally, the hellish fire reflected the lights of madness in the Native man's eyes.

Heedless of the burns he suffered, Wolverine charged right through the flames and raked Scalphunter with his suddenly red-hot claws, while slicing through the villain's flame launcher. Tossing it aside, Scalphunter pulled a pair of saw-edged daggers from his belt, grinning wickedly as he turned them on, flicking their switches with his thumbs.

"Hand-held chainsaws, again?" Wolverine spat in disgust, parrying Scalphunter's first blow. "We finally get a rematch, and you don't give me anything new?"

"I have a weakness for the classics," Scalphunter laughed, tearing open Wolverine's thigh with one saw blade even as he deflected the mutant hero's next attack with the other.

Riptide sent another wave of blades at Sleepwalker, who warped the ground to rise it up and catch the blades, before flinging them back at the homicidal mutant. Laughing hysterically, Riptide artfully spun out of the way, but Vertigo, who was readying another wave of dizziness, was not so lucky. Screaming in pain as a spike plunged into her thigh, she fell off balance and her dizziness washed over Prism, who spun around and caught Vertigo with the energy blast he was preparing to unleash at Jean Grey. Vertigo was blown to pieces as Prism sank to his knees, unable to even stand.

An enraged Riptide attacked Sleepwalker once again, as the alien quickly dodged. He realized that, while Riptide could spin at tremendous speeds, he was not nearly as fast in moving from place to place. With strategic shots of his warp beams, Sleepwalker quickly maneuvered Riptide to where he wanted him, finally trapping him up to his neck in the ground and unable to escape.

Gambit and Harpoon were in a throwing match, each one deflecting the other's explosive, energy-charged missiles. Initially blinded by Prism's flashing light, Cyclops did not see Scrambler sneaking up on Gambit behind, before touching him and causing the Cajun mutant's powers to go haywire. Leaping back with a snicker, Scrambler began laughing as Gambit's clothing became charged with explosive energy and detonated, destroying him in an instant. Scrambler's laughter did not last much longer before Cyclops' optic beams struck his head, with much the same results. Cyclops deflected Harpoon's next attack with his optic beams, as Jean telekinetically animated the rest of the Marauder's spears, impaling him from several different directions at once.

Off to the side, Colossus and Blockbuster were pummelling each other viciously, each man laying into his opponent for all he was worth. As Colossus staggered back from a vicious punch from Blockbuster, he grabbed the oversized Marauder's wrist and spun around, the motion pulling Blockbuster off balance, before Colossus grappled him and spun him upside down. Taking to the air, Colossus brought Blockbuster down in a vicious piledriver, knocking all the nearby combatants off their feet. Despite the crash, all the combatants heard a sickening crunch of bone coming from where Blockbuster's head and shoulders met the hard, unforgiving ground.

Spinning out of the way of Wolverine's next attack, Scalphunter gashed him across the back viciously with his hand-held chainsaws, cutting a path towards Wolverine's neck. He would never get the chance, however, as Wolverine brought his hands up, his claws cutting into and through Scalphunter's wrists in a single stroke. Howling in pain, the Marauder could only stare at his arms, suddenly lacking hands, before Wolverine tore the rest of him apart.

Ahead of Wolverine, Rogue gritted her teeth as she absorbed Arclight's next blow. She aimed another punch at Arclight, who spun out of the way to dodge it. Unfortunately, the two women's arms made contact as Rogue passed by, at a point where her bare skin had been exposed by Riptide's shurikens.

Rogue had inherited her name from her ability to absorb the powers and memories of anyone she made skin-to-skin contact with, and Arclight was no exception. Although she was easily strong enough in body and will to resist the shock that most of Rogue's victims suffered when they touched her, Arclight was knocked off her feet when Rogue stomped the ground, using Arclight's ability to cause violent tremors in anything she touched. Slamming Arclight repeatedly, Rogue finally crushed Arclight's ribcage with one last punch.

Stopping to catch her breath, Rogue was suddenly nailed by a burst of energy from Prism, who had recovered enough from Vertigo's attack to finally rejoin the fight. In a fury, Rogue charged at him, slapping him across the face and absorbing his light-refracting powers, before jabbing him in the gut. Riddled with cracks, the Marauder flew through the air until he struck the side of one of the buildings, shattering into pieces of crystal that rained down on the victorious X-Men.

Staring impassively at the corpses of Arclight and the fragments of Prism raining down in front of her, Rogue turned back to the others. Tears welled up in her eyes as she saw Jean cradling Jubilee's corpse, and Cyclops and Colossus standing over the shredded remains of Gambit.

"Why's it hafta be this way?" Rogue whispered sadly.

"_Many are the times when I have asked myself that same question,"_ a voice from the side responded. Sleepwalker floated over and stared at the carnage in front of him.

"_Was it truly necessary to use such lethal force against these villains?"_ Sleepwalker asked.

"Trust me Sleeps, if'n ye'd seen the carnage these animals did on all those poor innocent souls of San Francisco, ya wouldn't be askin'. Came damn near close to killin' us the last time we messed with 'em, and this time they did one better," Rogue sighed.

"_I captured one of the Marauders alive,"_ Sleepwalker replied. _"I have hardened the ground so he could not escape…"_ Turning around, Sleepwalker saw Wolverine advancing on Riptide, still buried up to his neck in the ground.

"_Cease whatever murderous intentions you may have!"_ Sleepwalker demanded, darting back to stand between the X-Man and the Marauder.

"We already tried interrogating these scum-sucking pus buckets," Wolverine snarled. "Captured Scrambler in San Francisco, wouldn't tell us nothin'."

"Oh, how sad," Riptide sneered. "Are the good guys having a little spat?"

Before Sleepwalker could act, Wolverine silenced the Marauder for good. Scowling in anger, he turned back to Cyclops.

_"I should like to know, Cyclops,"_ Sleepwalker asked the X-Men's leader as he approached, "_Was Kevin MacTaggart present at the massacre in San Francisco?_"

"He would have only been about six or seven years old at the time," Cyclops shook his head. "His mutant powers hadn't manifested then, so he was still living with his mother on Muir Island in Scotland."

"_Then the reality of these Marauders was created by whatever entity is controlling Kevin's mind,"_ Sleepwalker realized. "I_t must have scoured your minds for memories of your deadliest enemies, after which it forced Kevin MacTaggart to create the Marauders in an attempt to destroy us. Control of this dream is thus assured by control of Kevin MacTaggart's mind." _

"So what does that mean?" Cyclops asked for the X-Men.

_"There are two conclusions which may be drawn,"_ Sleepwalker replied. "_The first is that, as we pass further into the dream, you may encounter further dangers drawn from your own minds. Whether they may be your worst fears, your secret desires, or something similar, the dangers we shall face will come from within_."

"Is there any good news coming soon?" Wolverine spat.

"_There is the possibility, however belated, of restoring Jubilee and Gambit to life. If we succeed in freeing Kevin MacTaggart's mind, he may be able to resurrect them, undoing all effects of the dream to this point. We are, in effect, the only things that Kevin's mind cannot influence directly, as we entered the dream of our own will. In spite of this, however, we will remain vulnerable to whatever dangers the entity controlling Kevin's mind may dispatch to us_," Sleepwalker answered.

"It's a hope, at any rate. Any idea who might be controlling Kevin's mind?" Cyclops asked.

_"There are many entities who would be capable of such an endeavor," _Sleepwalker shook his head. "_I have imprisoned the Mindscape demon known as Cobweb, but such villains as Nighmare, D'Spayre, or the Shadow King, or any number of powerful beings from your own universe, may have succeeded in entrapping Kevin's mind. I cannot say_."

"Whoever it is," Jean said determinedly, "we have to stop them."

* * *

As Sleepwalker led the X-Men further into the dream, their surroundings began to change again. Darkness flashed all around them as the buildings, trees and sky began glowing with the same unnerving heartbeat rhythm at which the colors flowed, even as the feeling of paranoia began giving way to one of fear, that chilled the alien and the mutants to the bone with every flash of blackness that threatened to overwhelm them. They heard faint laughter echoing on the breeze, as images flashed on the edges of their vision, fading in and out like forgotten memories. The X-Men forced themselves to continue putting one foot in front of the other, concentrating as much as they could on following Sleepwalker.

Eventually, the chill of fear grew stronger, even as the images came into full view and the laughter increased to a howling crescendo. Soon the darkness enveloped them completely, as the laughter grew more pitched and frenzied.

* * *

Wolverine woke up on an operating table, his arms, legs and torso all securely strapped down. He felt a dull sensation that alternately caused his body to tingle and then go numb-his healing factor was fighting back against the tranquilizers-probably injected him with enough to knock out a herd of elephants-

He jerked instinctively, trying to thrash himself free.

"He's starting to come around!" he heard a voice.

"Let him," another voice hissed, one that chilled Wolverine to his very soul. "I want him to see what he will become…"

_Not here…not again…that voice…not him…_

Wolverine howled, a primal cry of fear that almost drowned out the buzzing of the surgical tools as they cut into his skin.

Almost.

* * *

As Rogue opened her eyes, she realized where she was almost instantly. Her mind was filled with the stray thoughts and memories of others who she had made contact with to absorb their powers. These memories tended to fade eventually, the ones she most recently made contact with being the strongest. Images of friends like Storm and Banshee, left behind in Scotland to guard Dr. Moira MacTaggart, Kevin's mother, and enemies like the Blob and Pyro drifted past, much weaker now that Rogue's connection with them had weakened and she had lost their powers.

To her horror, then, she saw Prism and Arclight coming towards her, one from either direction.

"Remember why you didn't want to touch us?" Prism smirked.

"Scared that we'd overwhelm you, weren't you?" Arclight sneered. "Our...inclinations would have been too much for you to handle, you worried."

"Here's where we see if you were right, sweet-cheeks," Prism chuckled, as he unleashed a bolt of energy at Rogue, even as Arclight charged forward.

* * *

He was called Omega Red, the Soviet Union's attempt to create a super-soldier inspired by Captain America. Engineered by treacherous Western geneticist Herbert Wyndham, the living weapon proved dangerously unstable, and it was fortunate indeed that Dr. Wyndham had inserted a genetic failsafe into the monster, so that it could be subdued and cryogenically frozen. Unfortunately, in a battle with the Brotherhood of Evil Mutants in Russia, Pyro's flames had inadvertently freed the creature, reviving turning it loose. Most of the X-Men were helpless against the monstrosity, but Colossus and Wolverine, who were resistant to the deadly radioactive pheromones he emitted, managed to subdue and re-freeze the creature in a battle that very nearly killed all three of them.

And now, somehow, Colossus found himself facing the horror on the frozen Russian plains, alone, one-on-one.

Except, of course, for the poisoned and desiccated body of Colossus's younger sister Illyana, beaten and destroyed by Omega Red.

Within him, Colossus felt a coldness that no Russian winter could ever hope to duplicate.

* * *

Cyclops fired helplessly at Hellrazor, who only stared at him impassively as he continued to absorb the mutant's optic blasts. The dead body of the mutant Havok, Alex Summers, lay cut to ribbons behind Hellrazor, his blades still dripping with Alex's blood.

No matter what he did or tried, Hellrazor kept getting closer.

And closer.

And closer.

* * *

Jean Grey put her hands over her ears in a vain, futile attempt to block the cacophony of voices in her head. They babbled in half a dozen languages, on every conceivable subject, all blending into one horrible wave of sound.

Every voice, every thought, every idea…

…from everyone around her, she could hear them all.

She knew everything, nothing was a secret from her.

Everything at once, all at once.

Such was the power of telepathy and reading minds, taken to its extreme.

* * *

Sleepwalker looked around in alarm as the blackness descended over him. He could no longer see the X-Men, and could only hear the laughter until it finally coalesced into a single voice, a voice that threatened to drive him insane.

Even before he turned around, Sleepwalker knew who was laughing.

Everything about him was the same-the wild orange hair, the skull-like face and fin-like ears, the twin ridges of bone, ringed with spiky growths, that grew in parallel lines along his chest, over his shoulders and down his back, the dead-white skin, mouth filled with fangs as long as a man's finger, and green eyes that could have belonged to the devil himself.

Psyko.

_"You are responsible for this insanity?" _Sleepwalker demanded in horror. _"But you were arrested and imprisoned by the police!"_

_"You can bury a nightmare, but you won't forget it," _Psyko rasped, his grin growing wider. _"You know it, don't you, brother? I've stayed with you, known you, followed you ever since we had our…'quarrel'," _he said softly, chuckling at the end. _"I've always been there, watching you over your shoulder. You can't escape me, brother…you know that you're a part of me, and I'm a part of you." _

_"If you are responsible for the enslavement of Kevin MacTaggart, then by the sacred thoughts of the Silent Ones, I will…" _Sleepwalker began.

_"You will what?" _Psyko hissed. _"Do you see me here? Do you see yourself here? You're looking in a mirror, brother…you just don't know it yet. You're looking in a mirror, and you don't like what you see." _

Sleepwalker froze.

_"What is responsibility? Who is responsible? Is that what you've been asking yourself, ever since that day? It doesn't matter which one, I suppose. You and I, we perpetrate the cycle, continue it-I'm a part of your world, just as you're a part of mine. Would Kevin MacTaggart really be suffering from this nightmare if…if…" _Psyko said, his grin becoming wider and wider.

_Impossible…_Sleepwalker thought…_this is impossible! _

_"You are an illusion!" _Sleepwalker shouted, his eyes glowing with his warp vision. _"Just as you torment the X-Men with your lies! There is no conceivable way that you are responsible for this horror-else we would experience the worst nightmares of Kevin MacTaggart! And never could you have probed the minds of the X-Men to determine their greatest fears!"_

_Jean! _Sleepwalker called out urgently with his mind. _We are being attacked by our greatest fears, our greatest horrors have been brought to life! You must link me with the other X-Men, as it is of the utmost importance that they realize this!_

_"So…the cycle continues…" _Psyko rasped with a wry grin. _"Once again, you and I have made the innocent to suffer both at once. I could not ask for a finer brother…" _

_"I am not afraid of you," _Sleepwalker said calmly. _"You are but an illusion, a reflection of my greatest horrors." _

_"Told once, told twice, told thrice, but no matter how many times told, the truth always returns," _Psyko leered. _"You cannot forget the nightmare, for it remains a part of you, and you a part of it, the hidden madness that lurks within the hearts of all. We share more than you know, brother…you forget that I am a being of the Mindscape, and that even as you gaze upon me, you gaze upon yourself. I am more than what you see in this dream…you and I, brother, are intertwined, now and forever." _

_"Enough of your insanity!" _Sleepwalker shouted, unleashing his warp beams at the horror in front of him, as it vanished before he struck. Reaching again to Jean Grey, he found that his intrusion into her nightmare brought her back to her senses. Combining their powers, Jean reached out to the rest of the X-Men, linking their minds with Sleepwalker's until the horror finally broke and the darkness vanished.

Cyclops, his head in his hands, slowly rose to his feet, even as Rogue, a furious light in her eyes, sprang to her feet, ready to strike until she realized her allies were around her. Wolverine and Colossus did not stir-going over to them, Sleepwalker and the X-Men could confirm that they were dead, having succumbed to the horrors they experienced.

Bitter anger in their hearts, the Sleepwalker and the X-Men penetrated further into the dream, their only possible recourse.

* * *

The colors of the dreamscape seemed to fade into one another as Sleepwalker led the X-Men down a long, narrow corridor, even as they continued flowing and pulsing with the same unnerving rhythm and colors. Everything seemed to become hazier, with softer, dreamlike sensations as the images continued to dance at the edges of their vision. Again, the sensation of being watched persisted, going from paranoia to a sense of grief and despair, with the knowledge that no matter what they tried, they could not succeed…and everything and everyone around them knew it. They were interlopers, penetrating places they were not meant to tread, knowing that they could never hope to succeed.

Then, all of a sudden, Sleepwalker and the three remaining X-Men froze. They all sensed it-the feeling of being watched became more and more intense until it was almost overwhelming, ready to burst…

From either end of the corridor, the demons of the Mindscape charged the heroes, who fought back with everything they could muster. Sleepwalker used his warp vision to craft twin stabbing spears from the ground, turning these weapons on the creatures even as he blasted them with his warp beams; Jean fought them with bolts of pure telekinetic force; Cyclops blasted them with his optic bolts; and Rogue, having been charged by an energy blast from Cyclops, blasted at the creatures with Prism's power, knocking them off their feet with Arclight's abilities and then crushing them with blows that combined her already incredible strength with the tremendous power she had absorbed from Arclight. But there seemed no end to the creatures, as Sleepwalker and the X-Men were limited in their strength, but the creatures just kept on coming. Even parrying their attacks weighed heavily on the heroes, who were already worn down by the overwhelming sense of hopelessness that permeated the air.

Sleepwalker tried desperately to think of a plan as he struck down two Maskacres with his spears. A mass migration of creatures from the Mindscape was generally unthinkable; an extraplanar entity with any sense would know to carefully control who passed from the Mindscape into the nightmare...but, then, why were the creatures here? It was patently obvious that they existed-the wounds they made were evidence enough.

And yet…and yet…

Cyclops screamed out in pain, stung by a cannibak. The creature's venom flooded through his system, and the dying mutant slowly fell to the ground. As if on cue, the monsters renewed their assault, encouraged by their impending victory.

_"You must follow me at once!" _Sleepwalker cried as he rose above the creatures, warping a hole in the walls of the corridor. _"These entities are further illusions! They prey on our despair and hopelessness! It is our frustration and desperation that gives them strength! We must flee through this portal!"_

"An' have 'em follow us through?" Rogue said incredulously, blowing away a group of mindspawn with the energy she had absorbed from Cyclops. Spinning around, she jumped up and stomped her feet down, causing a shockwave with Arclight's powers that knocked all the monsters off their feet. Jean and Sleepwalker flew for the gateway even as Rogue followed behind, placing herself between them and the monsters.

"Rogue!" Jean screamed. "What are you-"

"You two go!" Rogue said. "I'll hold 'em till ya seal the way behind ya, Sleeps."

_"But then you will-" _Sleepwalker protested.

"Listen, ya'll 'r the two most qualified ta help little Kevin get his mind back. If'n he can bring Wolvie, Cyke and the others back, 'e can do the same fer me! Now get goin'!"

Jean tried to protest, but Sleepwalker grabbed her and pulled her through the gateway, sealing it behind him with his warp beams. The last sight they saw of Rogue was her defiantly using Prism's energy bolts and Arclight's vibrational powers to strike down one monster after another, even as the horde closed in on her relentlessly.

_"We have penetrated the innermost recesses of the nightmare," _Sleepwalker said determinedly, even as he began absorbing mental energy to heal his injuries. _"It is at this time that we shall confront the horror controlling Kevin MacTaggart's mind." _

"A fate worse than death?" Jean asked ironically, as they proceeded towards the nexus of the dream.

* * *

Everything they had seen-the colors, the images, their ebb and flow, the twisted scenery-now coalesced and floated in a slow, spiraling flow in the sky above them. All around Sleepwalker and Jean was a field riddled with statues of figures such as Magneto, Mystique, Graydon Creed and Robert Kelly, as well as many of the more malevolent figures of recent human history, images of the Marauders in the same unnerving, twisted dance that Sleepwalker had first seen in the Maskacres, the sound of random screams, sobbing and laughter, Psyko and the Shadow King appearing at the edges of their vision, Genoshan flags flapping in an unfelt breeze, Sentinels marching like stormtroopers, tantalizing images of Kevin MacTaggart, and occasional appearances by a lost and desperate Moira MacTaggart searching for her son. The images faded in and out, appearing and disappearing, even as Jean and Sleepwalker once again felt an overwhelming sense that they were being watched.

"What **is **all this?" Jean wondered, unnerved by all the disturbing imagery around her.

_"It is the truth behind what has occurred here," _Sleepwalker said coldly, barely paying any of it any attention as he proceeded towards the center of the dream with a grim determination.

"What do you mean?" Jean asked him.

Sleepwalker explained everything she needed to know, his eyes glowing dangerously as the seething hate dripped from his voice.

Finally, they arrived at the nexus of the dream, Kevin MacTaggart floating suspended in midair above the ground, the entire chaos of the dream at once emanating from and returning to his tormented mind.

_"You understand what it is that must be done?" _Sleepwalker asked Jean, who merely nodded once.

Concentrating with her telepathic powers, Jean opened the way for Sleepwalker to enter Kevin's sorely tormented mind, to find the horror behind the nightmare.

To find the truth.

* * *

I hate him.

I hate him for the misery and suffering he has inflicted on thousands, if not millions, of innocents.

I hate him for his lies, his illusions, his violations of defenseless minds such as that of Kevin MacTaggart, in an endless cycle that serves only to increase his perverted strength.

I hate him for nearly destroying the life of Rick Sheridan.

I hate him for taking my entire life away from me, everything that I had ever known, my family, my friends, my home. Everything I have lost, I have lost because of him.

I hate him for using me, for using Rick, for using Kevin, for using everyone as puppets in his sick and twisted game.

He is Cobweb, and he is the entity that has enslaved Kevin MacTaggart's mind.

I now know the truth behind my imprisonment in Rick's mind-as part of a plan to destroy me so that he might take over Kevin's mind unhindered.

Cobweb knew full well that our enmity made it impossible for me to ignore his activities in the Mindscape, and so it was thus that I pursued him into Rick Sheridan's mind. He then stole my Imaginator, infected it with his own depraved energies, and used it to imprison me within Rick's mind. He knew that I could not remain idle in Rick's mind-that I would need to emerge to continue in my role as a defender and protector. Had I been slain by a human supervillain, all would have been well and Cobweb's plan could have proceeded apace.

When the supervillains I battled failed to destroy me, Cobweb began using my Imaginator to appear in the human world himself. He knew my anger, my hatred and my bitterness would lead me to confront him, and so he appeared and disappeared continually in the human world, leading me on a merry chase that built up my frustration and my anger. In our final confrontation, he attempted to destroy me by channeling a wave of demonic energy from the Mindscape. Had I perished then, Cobweb's plans could have continued unhindered.

Even then, had I survived, Cobweb would have a further contingency in place. He would know that my kin would be searching for me, and that I would seek to return to the Mindscape to defeat him. With his illusions, he hoped to drive me into such a rage that I would forget myself and die at his hands, but Rick's intervention saved my life. But that was no great failure for Cobweb-through his illusions, he made it seem that I had finally defeated and imprisoned him with my purified Imaginator. Thus, making everyone think that I was defeated, Cobweb would be able to search for a mind he could enslave to put his true plan into motion.

Even the most powerful of Earthly beings have minds, and it is here that they are vulnerable. Having sent his mindspawn minions to find a suitable victim, Cobweb would have found Kevin MacTaggart's reality warping powers and young, defenseless mind an ideal target. Always one to take precautions, Cobweb identified the X-Men as the ones most likely to come to Kevin's aid, and so he attempted to incite Kevin to flee from them with nightmares. However, despite Cobweb's best efforts, Kevin fled to New York, where he hoped to find the aid of this Professor X.

Unfortunately, Kevin's mind finally succumbed to Cobweb's influence, and he began inflicting nightmares on the poor child, manipulating Kevin's reality-warping powers to make the nightmare into a reality, all while channeling energy from the Mindscape to increase Kevin's powers and increase their range. As the dream expanded, it made contact with other minds, including Rick's, and shut them down, trapping them in suspended animation.

Hence Cobweb's ultimate goal-to engulf the whole of the Earth in an eternal nightmare, one that he would control. While the minds of humans like Rick are for the moment only in suspended animation, I have no doubt but that Cobweb will awaken and enslave them the way he has Kevin's, making them puppets under his control that he can control with equal ease from the Mindscape as on Earth. Even I cannot fathom to what limit his power would grow in the Mindscape, with the billions of minds on Earth under his control…the cycle of vengeance, hatred and malice that Cobweb feeds upon would grow beyond all bounds with the nightmares that he would stir in his victims. Nothing and no one, not even entities such as Nightmare or D'Spayre, would be able to stop him.

He is Cobweb, and I am going to destroy him.

* * *

As I plunge into Kevin MacTaggart's mind, I see the child's consciousness, screaming for his mother even as images of such people as Magneto, Graydon Creed, Mystique, and Robert Kelly, swirl around him, torturing him with the thoughts of the things he fears most. Sickened, I start towards him, until I stop short. Fortunate indeed, for at that moment Cobweb slithers together and rises up in front of me, a mass of twisted, lumpy tendrils that twist into a gnarled humanoid body topped by an obscene head.

His arms turn into scything blades as he cuts at me, even as his torso splits open to avoid the warp beams I cast at him. I charge at him, even as he twists into a circle that spins around me, before closing in an effort to cut me in two. I fly out of the ring and strike down with my warp beams, scoring a hit even as one of Cobweb's arms forms into a vicious spiked club, catching me full on the torso and sending me flying.

I land on my feet and begin looking around. Images of him flash everywhere, illusions that conceal the true monster. I make for Kevin's consciousness, in an attempt to banish the illusions tormenting him, so that he may help me battle Cobweb…and then the demon ensnares me, falling from above, where he had hidden himself. I thrash futilely, struggling in a rising fury, before Cobweb shifts his illusions once more.

Images of Sv'ara dying at the hands of the mindspawn, of Rick being driven mad, of the misery and suffering Cobweb has inflicted on the human world over the centuries, of our confrontation in the Mindscape, when I thought I had defeated him, of the merry chase he led me on, and of the Sleepwalkers he murdered while I was trapped in Rick's mind are all I can see and hear as I struggle to free myself from Cobweb's grip.

Once again, I feel the rage.

I feel the anger.

I feel the hatred.

I want to tear Cobweb apart. To destroy him, to take away his whole world, his life and his existence the same way he took away mine. My rage and hatred grow, until they are all I see in my mind's eye. They blind me, even as I feel Cobweb's tendrils cutting into me like razor wire.

But then…I see them.

Rick Sheridan, the human whose life I nearly ruined with my impetuousness and anger. Willie and Florence Sheridan, the people who were murdered by the product of my blind hatred. The victims of Psyko, who again leap on top of me in the nightclub as their slave-master orders them on, all cry helplessly before me. Once again, I hear Kevin's screams for help.

And I realize what it is that I must do.

_"Who do you think you are?" _Cobweb asks me mockingly, even as I try to break free of his grip. His tendrils sharpen, as he prepares to garrote me.

_"I am a Sleepwalker," _I say, remembering who I am. _"And I swear," _I continue, forcing myself to focus on Kevin's cries for help, _"by the sacred thoughts of the Silent Ones…__**you shall not have this mind!**__" _

Twisting in the opposite direction of where Cobweb expects me to move, I unleash a powerful blast with my warp vision. Alarmed, Cobweb opens his body and my warp beams pass through, striking the illusions that torment Kevin MacTaggart and destroying them in an instant. A horrified Cobweb begins trying to twist me in one direction, while moving a clawed hand the opposite, attempting to tear me apart, but I spin in the same way as the claw, which only strikes a glancing blow against my lower back. My warp beams strike part of the ground of Kevin's mind, shaping it into a large, jagged block, even as I grab Cobweb's tendrils and slam the demon hard against the block, causing him to scream in pain and loosen his tendrils. I untangle myself and rise up to defend Kevin MacTaggart, even as Cobweb reassembles.

I can feel the connections being made, now that the illusions tormenting Kevin's mind have been destroyed, can feel Jean Grey drawing further power from the Mindscape to fuel her own psychic powers. Kevin and Cobweb can both sense it as well, with hope crossing the face of the child and horror crossing the face of the demon. Screaming in a rage, Cobweb moves to block the connection, but this time I am the one who blocks the path to Kevin, blasting Cobweb with my warp beams, before pounding him mercilessly. He slashes me with scything blades, pounds me with hammers, but I ignore the pain, forcing myself to remember who I am as Kevin continues to draw strength from Jean, and the connections she is making even now.

Two other entities plunge into Kevin's mind-one an attractive Scottish woman in her mid-thirties, who I take to be Moira MacTaggart, pioneering mutant geneticist and Kevin's mother. The other is Professor X, the mutant telepath who founded the X-Men and reached out to Kevin once his mutant powers manifested, helping him learn to accept the abilities as part of who he was, becoming more of a father to him than the brutal, abusive thug, Joseph MacTaggart, who was his biological parent. From them, and from the power they and Jean draw from the Mindscape, Kevin's consciousness grows ever stronger and more powerful. In a vain fury and anger, Cobweb tries to stop them, to interfere with the process, but he cannot pass by me. I strike him again and again, with only one thought in mind-to protect Kevin MacTaggart and liberate his mind.

I reach out to Kevin, and his mother and father combine their energies with his and Jean's. Drawing upon it all, I draw upon my training and craft a new Imaginator, one with all the power and capacity of my old device. I turn it on Cobweb, who spits hatred at me.

No more illusions, no more lies.

Cobweb, the true Cobweb this time, is struck by the Imaginator's powers. He tries to resist it, but Jean, Professor X, and the MacTaggarts join their powers with mine, and the demon is banished, hopefully for good this time. He screams in denial, cursing me a thousand times and promising to destroy all I hold dear upon his escape.

I care nothing for his threats.

As I turn around to look at Kevin, I see him now, in full command of his mutant powers. He draws still more energy from the Mindscape, to engulf the whole of the Earth, just for a moment. The nightmare itself is erased, time itself is turned back, and all those who have taken notice of it have it wiped from their memories. Everything is made as it once was before the nightmare struck, the minds of those people trapped by the nightmare freed. The X-Men are alive, as their deaths have never occurred.

And now, to my astonishment, I see Kevin turning his powers in on…himself?

_"What is the nature of your present course of action?" _I ask curiously, even as the manifestations of Moira MacTaggart, Professor X and Jean look on with concern.

_My powers are too dangerous for this world, _he mentally replies to me with a Scottish accent. _Ye've not seen the lengths that people like Magneto or Graydon Creed will go to either enslave my powers, or to destroy me. They thought nothing of putting innocents in danger, of murderin' my loved ones, if that's what they 'ad to do to get their filthy 'ands on me. So determined to act on their hate, they cared not what they did. Should Creed and his so-called Friends of Humanity control me, they'd destroy me without a thought, while Magneto'd use me as a livin' weapon. I shall exist no more on this world. _

"Kevin…ye cannot," Moira MacTaggart protested.

_I'll not erase meself entirely, _Kevin promised. _I shall exist always within yer mind, and yers too, Professor, and ye can speak to me, talk to me, play with me, anytime ye like. In our dreams, we'll always be together. I'm not killin meself, just me powers. T'aint our place to be warpin' reality, lest demons like Cobweb or Magneto try to enslave such powers for their own ends. I'll always be wit' ye in yer hearts…_

* * *

The next thing I realize, I am back in Rick's mind, as he continues to go over the details of his parents' estates. Looking through his eyes, I realize that it is as if the nightmare never occurred, save for the memories of myself and the X-Men. I sit back to meditate, wearied by the battles I have fought today. My thoughts drift over the past months, since my entrapment in Rick's mind, and how things have changed over that time. I think too of the X-Men, Wyatt Wingfoot, Spider-Man, the Thing and Daredevil, and Silent Fox. I look up, and reflect on the thoughts passing through Rick's mind.

Thoughts of family and friends.

I realize, then, that Kevin MacTaggart is not gone, that his consciousness lives on in the minds of his parents, and his memory lives on in the minds of his friends.

In this way, he will live forever.

* * *

The wind howled in the bitter snowstorm outside the young woman's bedroom window that night, making her glad she had taken out an extra blanket to guard against the cold December winter. It didn't seem to be helping, though-she felt an ominous chill, that kept her nerves on edge. There was something…_something…_

She screamed as he burst into her room, his wicked grin making his intentions clear.

Initially paralyzed with fear, she involuntarily turned to look at her window, which glowed purple as it was warped open. She tried to scream again, but she simply did not know how to react to the tall, gaunt, green-skinned humanoid, dressed in blue with a purple cowl and arm and leg wrappings.

The thug cursed and raised his knife to charge at the humanoid, who simply emanated a strange purple light from his eyes down at the floor. Incredibly, the carpet seemed to come to life, tearing itself apart as a strip snaked around the man, wrapping him up tightly. He struggled vainly to escape, but it was no use, as the light continued emanating, making the carpet as strong as steel.

The humanoid turned to look at her, its strange, insect-like compound eyes glittering. She knew she should be horrified by the creature, and its strange alien appearance, but there was just…something about it, that made her realize she had nothing to fear from it.

_"You are unharmed?" _it asked her in a strange, echoing voice.

She nodded in reply.

_"Then I would advise you to contact the authorities, so that they may properly dispose of this miscreant," _it continued, as she ran out of the room to do just that.

"I'll kill you!" the thug shouted, thrashing vainly in the warped carpet. "I'll fucking-"

_"How pitiful," _Sleepwalker said calmly, his eyes piercing the thug's own. _"You demonstrate courage and strength against one who cannot oppose you, yet are utterly incapable of standing against one who has the capacity to resist. Am I not correct?" _

"Shut up! Just shut the fuck-"

_"You have confirmed all my suspicions," _Sleepwalker said, raising an eyebrow. _"Particularly that a real 'man', as many are wont to put it, would not sink to such depths as yourself." _

_Perhaps I am alone in this world, _Sleepwalker realized. _But for the moment, that matters not, so long as I remember who I am, and what my role in life is. _

Repairing the woman's window with his warp beams, Sleepwalker smiled as he heard police sirens outside, and heard the voice of the woman, shaken but unharmed, speaking to them.

(_**Next Issue:**_ Despite her complete and utter lack of musical talent, the teenage songstress known as Lullaby is still known as a singer, especially with her ability to compel both living things and inanimate objects to obey her through her songs. What will happen, then, when she compels a record producer to let her record her first album, as part of a plan to enslave all those who listen to her music? Is Sleepwalker sharp enough to stop her, or will her screeching vocals leave him flat? All this and more in _Sleepwalker #25: Sour Notes, Volume II_!)


	27. Sour Notes, Volume II

Tonight was one of those nights when Sleepwalker did not go out into the human world, needing to stay in Rick's mind and replenish his reserves of mental energy. The alien's recent harrowing journey through the nightmares of Kevin MacTaggart had exhausted him, and he had needed to rest and recover sooner than he expected. Sitting cross-legged in his traditional position, he sat beneath Rick's connection to the Mindscape, using it to draw further energy from the other realm in addition to that taken by Rick's own mind.

Sleepwalker's eyes snapped open as he felt the presence coming into Rick's mind. Slipping into a fighting stance, he started as Sv'ara, his beloved and fellow Sleepwalker, came through the passage leading to the Mindscape and alighted in fright of him, her glittering, inquisitive eyes staring into Sleepwalker's own.

"_Cobweb has been imprisoned once again," _Sv'ara informed him, blinking as Sleepwalker looked away to the side, refusing to meet her gaze. _"I presume you are responsible for the liberation of the mind of Kevin MacTaggart and the defeat of our most hated of enemies?"_

_"Considering that Cobweb's presence in the child's mind was my responsibility, I should think it only appropriate that I should assume the task of defeating the monster," _Sleepwalker replied caustically, turning his head to look to the other side, again refusing to look her in the eye. _"It should be remembered that I was not alone in my task, as the mutant superheroes known as the X-Men offered critical and invaluable assistance to my efforts. Is this, then, why you have come here? Or is there a more tangible motivation for your appearance in Rick Sheridan's mind?"_

_"Terren'sk, can I not-" _Sv'ara began.

_"I would request, once again, that you explain your presence here," _Sleepwalker said coldly.

_"I have considered the possibility of inquiring with the Silent Ones for assistance to the conundrum that bedevils you and your human host," _she replied, an angry scowl passing over her face for a moment. _"It is most probable that they shall be able to discern a solution." _

_"Indeed, there is a tremendous likelihood," _Sleepwalker nodded in agreement, sighing deeply. _"I too have reflected upon possible responses to my current difficulty, and I have thought of consulting Reed Richards, one of the human world's foremost scientists and an expert in cross-dimensional travel, for assistance. I have befriended one of his teammates, the human known as the 'Thing', and I believe that he may introduce me to Mr. Richards." _

"_I should state that speaking with Mr. Richards was my original course of action when first I became ensnared within the mind of my human host. At the present, with Cobweb imprisoned, I believe it would be an appropriate time to speak to Mr. Richards, although I will only do so with the permission of the Silent Ones. I have crafted a new Imaginator for myself," _he continued, indicating the star-shaped badge on his chest, _"and it is possible that Mr. Richards, with his scientific proficiency, may be able to determine a way to reverse its effects upon me, when it is recalled that it was being struck with the corrupted energies of my own Imaginator, created by my own power, that bonded me to the consciousness of Rick Sheridan." _

"_Do you know how the Silent Ones may react to what has happened in the time since your entrapment in this mind?" _Sv'ara asked, letting the question hang in the air.

"_Whatever fate the Silent Ones may deem necessary for me is unimportant for the moment," _Sleepwalker said calmly. _"My sole concern for the moment is to restore Rick's mind to its proper state, so that it may be rid of my presence. I would ask that you depart now, and fulfill my request." _

"_When next I return, it shall be with their response," _Sv'ara replied coldly, a trace of bitterness in her voice as she returned to the Mindscape.

_Contrition and atonement are rare actions for a warrior to take, _Sleepwalker thought ironically, _however appropriate they may be within a particular context. _

* * *

SLEEPWALKER #25

"SOUR NOTES, VOLUME II"

* * *

"There are two ways you can look at Brutus's actions," Rick explained to Alyssa as they sat on the couch in his apartment, Rambo sleeping on the end. "You could view him as someone who did what he felt he had to do to protect the Roman Republic from Caesar's impending tyranny, since Caesar was planning to turn Rome into a monarchy under his rule. Or, you could look at someone whose own envy and hate, or lust for power, led him to literally stab his friend in the back."

"Either one's acceptable?" Alyssa asked in reply.

"Sure," Rick nodded. "You'll just need to justify your position. I don't think Professor Huddleston is the kind of guy who's really looking for one specific answer so much as he's looking for you to take a stance and back it up with strong, clear arguments. He's not like Professor Warren, Mr. My-Way-Or-The-Highway, as Peter calls him."

"I'm glad I switched out of his Chemistry course," Alyssa said, shuddering slightly. "I never liked the way he looked at me. Gwen's said the same thing, but she has to stay in that course because it's part of her major."

"She should switch to Doctor Connors' class next term," Rick noted. "Is she still going to be in _Sleeping Beauty _with you?" Rick asked.

"Yeah, but she's only going to be playing the Silver Fairy," Alyssa replied. "She's got too much else on her plate, between final exams and all that social activism she and Julia do, to be able to spend more time than that on rehearsals and practice."

"Whereas you don't dance on days that end in the letter Q," Rick grinned.

"And I've got the legs to prove it," she noted, stretching them out before folding back her knees, causing Rick to shudder at the _crick, snap, pop _sounds they made. At the same time, he tried to keep his heartbeat under control, even as he felt the heat going to his cheeks and down below.

"Say…" he began, trying as hard as he could not to stare, and hoping Alyssa wouldn't look down at that moment. "Would you like to…uh…well…"

"I'm not into stammering, if that's what you're wondering," Alyssa said dryly.

"Yeah, well…uh…" he continued. "You know how we've been hanging out a lot, right? Ever since what happened to Mom and Dad…" he paused, briefly shuddering before he composed himself, "I wanted to make it up to you somehow. Would you like to get some dinner sometime, maybe? Rent a movie, too?"

"Are you…asking me out?" Alyssa queried, raising an eyebrow.

"Sure…looks that way," he answered, swallowing hard.

"What the hell, sure," Aly shrugged, as she got up and skipped to the door, Rambo following behind her. "We'll work it out once we get everything else taken care of for now, okay?"

When she had left, Rick breathed a sigh of relief that she hadn't looked too far down.

Then, once again, he was mortified at the realization that Sleepwalker had heard everything he had been thinking.

* * *

"What the hell do you mean, Roxxon got the contract?" Harold Pruitt thundered into the phone. "You know damn well how much I contributed…what? Fisk contributed more? Oh, so what do I get out of it, then? You call that adequate compensation? Mark my words, Finster, you're going to regret this!" he shouted angrily, before hanging up and pounding his desk in frustration.

Founder, president and CEO of Pruitt Enterprises, Harold Pruitt was not a happy man. Yet again, his company had been shafted on the reconstruction contracts in Iraq, losing out to Roxxon, Utrecht Industries and Hammer Labs. The short, pudgy man cursed as he looked over the latest edition of the _Forbes 400, _noting sourly how Wilson Fisk, Simon Utrecht, Norman Osborn, and Justin Hammer had all made the list…and, as usual, he had been left out of the loop.

Sitting and stewing at his desk, Pruitt muttered dangerously to himself as he thought of what to do.

_First things first, _he realized. _Senator Thomas Finster and his cronies are the biggest problem…_

* * *

"It's on the 15th, right?" Cyrus asked Rick as they sat with Alyssa and Kenny at the Coffee Bean.

"Yeah," Rick nodded. "It'll be back in Albany, of course. All your finals are over by then, right?"

"What, you think I wouldn't come?" Cyrus scowled at him. "I want to see Leah and Bobby again, too."

"Leah…the only girl who can get you away from your weekly _Robotech _marathons," Kenny laughed, before Rick grimaced and Alyssa smacked him upside the head.

"I don't watch it every week," Cyrus snapped. "And even if I did, you're too much of a philistine to appreciate the beauty, the art, the-"

_"Hello, boys," _a screeching, nauseating voice broke in on their conversation. Turning around, Rick and his friends had the distinct displeasure of seeing the bleached-blonde hair, the hiked-up skirt, and the shirt reading _Made You Look! _stitched across the front of the teenage songstress known as Felicity Hopkins Cross, alias Lullaby. Surrounded by a gaggle of followers, Felicity sauntered up towards their table, grinning lasciviously at Rick.

"Wh-what the hell are you doing here?" Rick finally asked for all of them, aghast that she could be here after Sleepwalker had defeated and arrested her the last time.

"I came to see you, lover-boy," she said in a husky tone, one hand on her hip. "How long has it been? A month, now?"

"Who'd you bang to get out of jail?" Kenny interrupted, a look of disgust on his face.

"Duh, no one," Felicity rolled her eyes. "Daddy got me some of the best lawyers in the city, so I just got some community service and probation after that horrible Sleepwalker person framed me for those crimes. I mean, really! Now then, lover-boy…where were we?" she purred at Rick, who developed a look on his face that was somewhere between nausea and fear.

_"Lover-boy?" _Alyssa commented acidly as she stood up, her knuckles white from gripping the table.

"I-I don't know what the hell she's talking about!" Rick stammered in reply. "I'm not your boyfriend!"

"What, you think I went to all that effort to binge and purge just to get blown off?" Felicity scowled, as several of her friends began whispering to each other.

"This isn't the first thing you've blown, I bet," Cyrus muttered, before a thrown cup struck him on the head, splattering him with a warm latte.

"Shut up, nerd boy! Cool people are talking," one of the girls behind Felicity snapped as Rick and Alyssa moved to help their friend.

"Just what are you doing here, anyway?" Alyssa demanded. "You're all still in high school."

"We're here on a day trip, to check out the university," one of the other girls answered. "So we can be here, and there isn't a damn thing you can do about it."

"Oh yes there is," Kenny said with authority as he stood up, pulling Cyrus and Rick to their feet. "We can get up and leave. Oh," he said as Cyrus, Rick and Alyssa walked to the door, "there are a lot of things you can slam Britney, Paris and Lindsay for," he said to the girls as he followed his friends out, "but at least they know how to accessorize."

"WHAT?" Felicity screeched, even as her friends began squawking indignantly.

"I mean, come on," Kenny said mockingly. "Those outfits are **so **2004."

Laughing out loud, he strolled out the door of the Coffee Bean, ignoring the insults Felicity and her friends screamed at him.

"Are you going to be alright?" Alyssa was asking Cyrus gently as Kenny caught up to them.

"Yeah, yeah," Cyrus muttered. "Just how where does that bitch get off thinking you're her boyfriend?" he asked Rick.

"I swear, I don't know," Rick answered nervously. "The coke must have gotten to her brain. You know I'd never date her! I mean, I have standards…"

"And good taste," Kenny laughed. Alyssa looked at the both of them and chuckled.

"Well, that's true," she admitted with a smile. "Anyway, I've got to go," she finished, breaking off from the group. "Got another rehearsal."

"Nice save, man," Kenny grinned after Alyssa had left, elbowing Rick as he turned red.

"I don't know what you're…" he started. "Where's Cyrus?" he wondered, noticing that their bespectacled friend had disappeared as well.

"Ah, he's probably got some math homework or something," Kenny rolled his eyes. "See now, this is what's so great about graphic design, you don't have to deal with any of those weird numbers."

"And I guess it doesn't hurt that you can spend most of your time sleeping and get the assignments done three hours before they're due?" Rick asked ironically.

"How well you know me," Kenny laughed.

* * *

"So what are we doing here, anyway?" one of Felicity's friends demanded as they stepped out of her limousine in front of a large, worn-down warehouse. "Why the hell did we come to this dump?"

"Duh, this is the recording studio!" Felicity huffed. "Don't you know how much Daddy paid for this building?"

The girls were amazed at the sight that greeted them as they walked into the building. The whole building was set up as a giant recording studio, with technicians walking around in a stiff, zombielike state, going around their tasks as if in a trance.

"Like…what the hell is this?" one of Felicity's friends asked, only to find she had disappeared. Looking around in confusion, the girls eventually saw Felicity coming back, dressed in a domino mask, corset, miniskirt, arm-length gloves, and knee-high boots, all colored bright pink, with a gaudy _L _stitched across the front of her top in glitter.

"Call me Lullaby," Felicity said with a wicked grin. "That's my supervillain name," she said as she pawed the hypnotized male attendants who had helped her change.

"So…uh…what's with the recording studio, Lullaby?" another girl asked. "Why didn't you just get a recording deal with Arista or something?"

"None of the studios would touch me because of what happened with that stupid Sleepwalker guy," Lullaby pouted. "I had to get Daddy to do all this himself."

"But what are you going to do?" her friend wondered.

"You know what my voice can do, right? It's some mutant power shit or something that lets me hypnotize people and put them under my control. Well, when I record my big debut album, I'll hypnotize everyone who listens to it, and I'll make them all my slaves! My music'll keep spreading, until I, like, take over the world or something!"

Lullaby and her friends giggled like a pack of hyenas.

"So, did you pay all these guys to do the geek work or something?" one of her friends asked.

"Uh, no," Lullaby rolled her eyes. "I phoned them and got them hypnotized into coming down and doing it all free of charge," she laughed.

"And now I've got one last call to make," she smiled, whipping out her cell phone and dialing a certain number.

* * *

Within Rick's mind, Sleepwalker heard his human host's cell phone ring, and saw Rick moving to open it. He leaned back and closed his eyes once again, believing that it would be some personal affair of Rick's that was of no concern to him.

He sat bolt upright, however, as he heard the strange sounds through Rick's ears, at first interested in the strange, bizarre melody, before he realized where he had heard this song before.

_**"Hear me my lover-boy, come to me my sexy toy…" **_

Once again, Rick's mind began to shut down, the portal to the human world opening as he fell into a trance, ready to obey Lullaby's commands.

Knowing he had to act quickly, Sleepwalker charged through the portal and manifested in Rick's apartment. As Rick headed for the door, Sleepwalker dragged him back, throwing him into a chair, twisting it with his warp beams so it entangled Rick, before bonding it to the floor, leaving him unable to get up. While Rick continued struggling fruitlessly on the ground, Sleepwalker quickly exited his apartment and flew off to the address Lullaby had sung to Rick over the phone.

Eventually arriving at the warehouse, Sleepwalker noticed nothing unusual, until he saw the limousine parked out front. Narrowing his eyes suspiciously, the alien flew to the top of the building, warping a way in without being seen.

Unsure of what the recording equipment was set up for, Sleepwalker tried to stay in the shadows as he levitated down, hiding behind a large pile of crates in a corner of the building.

"What the hell's taking Ricky so long?" a familiar voice screeched. "I can't take over the world without him!"

Moving towards the voice, Sleepwalker frowned as he saw Lullaby, her gaudy pink costume just the same as last time, except with an even more expensive mink cape.

"Why not just hypnotize him the way you're gonna hypnotize everyone with your new album?" another girl asked.

"It's gotta be special!" Lullaby hissed, stamping her foot on the ground. "I can't take over the world without my number one man!"

"_You would do well to reconsider your plans of global conquest," _Sleepwalker warned, as he revealed himself and flew towards Lullaby and her gaggle of friends.

"SLEEPWALKER?!?" Lullaby screamed. "What are you doing here? You still owe me six thousand dollars for that cape you wrecked!"

"_I am uncertain as to the feasibility of your plotting," _Sleepwalker noted. _"I cannot fathom how you will endeavor as to enslave the entire world with your voice." _

"She's gonna record her voice on a record, and make everyone who listens to it a zombie!" one of Lullaby's friends snapped back. "Then she'll give them orders through her podcasts! So there!"

"Shut **up, **Jackie!" Lullaby groaned, realizing the foolishness of telling Sleepwalker her plans.

"_You should realize that I cannot and will not permit you to accomplish your goals," _Sleepwalker said calmly, his eyes gleaming.

"Headphones on, girls!" Lullaby ordered, before she began to sing as her teenage friends covered their ears and ran for the door.

"_**Smash him, oh smash him, kill him kill him kill him!" **_Lullaby ordered, as the crates and boxes around Sleepwalker came to life and started flying at him, smashing him from every direction.

Bracing himself against the crates, Sleepwalker lashed out with his fists and feet, smashing them before gathering up the broken pieces with his warp beams and sending them showering down at Lullaby. The teenage singer screamed and ducked out of the way as Sleepwalker came down to face her, advancing on her as she turned to the sound technicians and other drones still under her mental control.

"_**Kill him kill him kill him!" **_she ordered, as they charged at Sleepwalker, attacking with everything from knives to wrenches to chairs.

Springing back to give himself some room, Sleepwalker spread his warp vision out, gathering up the broken pieces of the crates and boxes and using them to bind the limbs of Lullaby's slaves, dragging them down and binding them to the floor the same way he had Rick, even as he took care not to directly affect the humans themselves. The enslaved technicians thrashed helplessly on the floor as Sleepwalker moved past them, advancing on Lullaby, who looked frantically around for another implement.

"_**Hammer him with sound!"**_Lullaby sang as she covered her ears, affecting the recording equipment itself with her hypnotic powers. Turning to craft a protective dome for Lullaby's slaves so they would not be deafened by the blast, all Sleepwalker could do was finish the work as a powerful wave of sound coursed over him, disorienting him and knocking him off balance, crashing heavily to the floor.

"_**Listen to me…and obey…you will do that all night and day…" **_Lullaby chanted, trying to bring Sleepwalker back under her control.

Groaning, Sleepwalker got to his feet, a blank look on his face.

"_What are your directives, Mistress Lullaby?" _the guardian of the Mindscape droned obediently.

"Oooo, this is going to be so much fun!" Lullaby tittered. "My very own pet superhero! Show me how you use those fancy eyebeams of yours! I want you to make a statue of me!"

"_As you command, Mistress," _Sleepwalker droned, concentrating his warp beams on the recording equipment behind Lullaby. Once again, the machinery came to life, breaking apart as it suddenly encased Lullaby, leaving her as still as a statue, her body still comically stuck in the same pose and unable to move, encased in a statue of broken metal pieces and wiring made rock solid.

"This isn't what I meant, you idiot!" she shouted. "Now get me out of here and do it right!"

"_Such an action would be unnecessary, when it is taken into consideration that I have accomplished my goals," _Sleepwalker said sardonically. _"Your mutant abilities grant you the ability to induce somnolence in anyone who hears your singing, placing their bodies and their wills under your control. How unfortunate that your powers are ineffective against me." _

"WHAT?!?" Lullaby demanded. She opened her mouth to sing again, but Sleepwalker was faster, snatching up a roll of duct tape dropped by one of the technicians and using it to bind Lullaby's mouth shut. He then warped the broken machinery off her, before gathering some of it back to tie her up. Sleepwalker then turned his attention to Lullaby's enslaved technicians, unbinding them one at a time and then bringing them to their senses with gentle slaps across their faces.

Shaken and dazed, the men looked around in confusion.

"Where…where are we, man?" one of them asked.

"_It appears to me that you are the victims of Lullaby's mental enslavement," _Sleepwalker explained to the shaken men.

"Jesus, is it the 9th?" one of them asked in amazement as he looked at his watch. "But that's impossible! The last thing I remember is getting a call from this chick about a week ago, and…"

"_It is quite clear that Lullaby enslaved you with her singing, as she did your fellows. I would venture to presume, then, that you were all contacted for commission labor some time ago?" _Sleepwalker asked.

The men nodded.

"We've been out of it for a week? Oh geeze, Trisha must be worried sick," another man said with concern as he whipped out his cell phone.

"_The greatest likelihood is that your families have already filed missing persons reports with the authorities," _Sleepwalker stopped him. _"I would recommend that you contact the police to retrieve you and arrest Lullaby. The kidnapping charges that will be filed against Lullaby should suffice to ensure that she receives a proper sanction and punishment from the law, as was unfortunately not the situation with her past misdeeds." _

In spite of the fact that her mouth was duct taped shut, Lullaby began to cry, her thick eyeliner beginning to run as she kicked and screamed a fit, cursing Sleepwalker.

* * *

Returning to Rick's apartment, Sleepwalker returned Rick's furniture to normal with his warp beams, before tapping him on the head and rousing him from his trance.

As Sleepwalker vanished, pulled back into Rick's mind, Rick turned away from the door and sat back down, turning on the television to watch the evening news. He raised an eyebrow at the site of an unmasked Felicity Hopkins Cross being pulled into a police van in handcuffs, her eye makeup running as she was dragged, stomping a fit all the way, to a squad car.

At first, he shuddered at the thought of Felicity, but then a warm, reassuring feeling came over him as the picture of Felicity was replaced by an image of Alyssa.

All at once, his pain and frustration went away, just for a moment.

(_**Next Issue:**_ Although he has suffered the horror of losing his parents, Rick Sheridan comes to realize a fundamental truth about Alyssa Conover, and what she means to him, as he struggles to make sense of his emotions. Sleepwalker is caught in a struggle as well, awaiting the verdict of the mysterious entities known as the Silent Ones even as he battles the deadly criminal known as Equinox! All this and more in _Sleepwalker #26: Fire and Ice_!)


	28. Fire and Ice

"You're really sure you don't mind shopping with me?" Alyssa asked Rick as they left the Banana Republic store, her bags in his hands. "I mean, I really appreciate your coming along-I can carry so much more this way-but are you bored at all?"

"Not at all," Rick answered. "I hate clothes shopping by myself, but when I can see you try on all those outfits, well…" he trailed off with a smile.

That earned him a swat from one of the bags Alyssa carried for herself.

"That's the only reason you came along?" she raised an eyebrow at him.

"Come on, no!" Rick protested. "I really like...I mean…I'm having a lot of fun, just hanging with you. And besides...you look great no matter what you wear."

Alyssa giggled.

"Here again, we see an example of your impeccable fashion sense and good taste," she smiled.

* * *

SLEEPWALKER #26

"FIRE AND ICE"

* * *

_**Earlier that week…**_

_"So lemme get this straight," Terry Sorenson said to Fancy Dan as they sat in the well-furnished safehouse over hard malt liquors. "The Kingpin's lookin' for someone to serve as a criminal enforcer for 'im against those super-guys that keep pokin' their noses into 'is business, and I'm in line for the position?" _

_"That's right," Fancy Dan nodded. _

_"That's the thing, though…" Sorenson mused, a doubtful look on his face. "I mean, I ain't against the idea of gettin' powers, or whatever…but why's the Kingpin want another one, when he's already got the Scorpion, Typhoid Mary, Bullseye, the Nasty Boys, and all these other guys on 'is payroll?" The muscled black man rubbed his bald head in some doubt. _

_"Spider-Man's sent the Scorpion up the river more than once," Fancy Dan began, noting the angry glint that suddenly appeared in Sorenson's eye, knowing that he and Mac Gargan had been close friends in the Kingpin's mob before Gargan had volunteered for the experiment that turned him into the Scorpion. "Daredevil's taken out Bullseye and Typhoid Mary. Sleepwalker got 8-Ball off the streets. And all three of them teamed up to take out the Nasty Boys. The Kingpin doesn't like leaving anything to chance, especially when he's got superheroes, law enforcement, and criminal competitors to worry about…competitors who actively solicit superhuman assassins and the services of supervillains for themselves. You know about how the Green Goblin's been trying to infiltrate our organization, right?" _

_Sorenson nodded. _

_"Think of how many of our guys have been sent up the river by those superheroes…how many have been sent to Attica by the cops…how many of them have been iced by our rivals. Think about how Mac feels, locked up in Ryker's…" Fancy Dan finished. "You never know when the Green Goblin might decide to try and have him killed…"_

_Sorenson began breathing heavily, as he gripped the arms of his chair, murder in his eyes._

_"So what kinda powers am I gettin'?" Sorenson asked. _

_"There's a new powered suit that Roxxon's made, and they gave it to us in exchange for some…'services' we rendered them," Fancy Dan replied. "You can be the coolest man in the organization, and the hookers will think you're one of the hottest pieces of criminal ass in the city…"_

* * *

If he hadn't known better, Rick would have sworn that Alyssa had superhuman powers, from her grace and skill on her feet. Jazz, hip-hop, swing, Irish step, ballet, tap, belly dancing…whatever it was, Alyssa could do it, and do it very well. As she finally stopped spinning and switched off the music, Rick stood up and brought her the water bottle, which she accepted gratefully.

"That was fantastic!" he encouraged her. "You're going to knock them dead on-when was the first performance?"

"The 18th," Alyssa replied, before she took another drink from the bottle. "So I'll have plenty of time to come to Albany with you and everyone else, and take care of things down there."

"You want to go out tonight?" Rick asked as they gathered their things and left the dance studio. "I can-"

"More rehearsals," Alyssa shook her head. "I only wanted to get some extra practice in before tonight. I swear," she sighed, "sometimes I feel like I'm going to go crazy. I mean, I still need to find an agent, since-"

"An agent?" Rick asked in surprise. "But you're only in your sophomore year!"

"Look, this is New York City," Alyssa replied. "Do you have any idea how competitive the dance world can get? I mean, you practically cripple yourself practicing for auditions, and you can get rejected over and over and-"

"I-I'm sorry, Aly," Rick said gently. "I didn't realize just how tough it could get. But hey, you're doing pretty well, aren't you?"

A frustrated sigh gave way to a sad smile as Alyssa hugged Rick, leaning on his shoulder with her arm around him.

"Always with the good taste and common sense," she said half-humorously. "But still, it feels really good to hear that."

"And don't worry about Rambo," Rick assured her. "I'll take care of the little guy."

"You've been doing that a lot lately, haven't you?" Alyssa smiled gratefully at him. "He really likes you."

Alyssa continued leaning on Rick's shoulder as they headed up the street leading to the Epsteins' building.

* * *

Emerging from Rick's mind that night, Sleepwalker was desperate to get out, to get away, to flee as far as possible. He could barely contain his raging emotions as he first captured the carjackers in the Bronx, and the thugs who had invaded the Harlem home, the bank robbers in Queens, the attempted rapist in Stanten Island, and the attempted jewelry store robbery in Manhattan. None of the ordinary, non-powered thugs lasted very long against the enraged alien, who easily entrapped them with his warp beams and then left them for the police, alerted either by the victims Sleepwalker rescued or by the alarms he deliberately tripped to summon the authorities. It was, of course, a simple matter to undo the effects of his warp vision on the victims' homes and businesses once the police arrested the criminals.

Hours later, when he saw the flames and the whirling snow on his way through one of New York's poorer neighborhoods that night, the agitation on Sleepwalker's face became a frozen mask of anger. Flying towards the flames and landing in their midst, the alien hero was confronted with a truly bizarre sight.

The creature looked like a man, but its entire body was smooth, alternately riddled with flames or gleaming white, covered in ice. Appearing completely naked, the being's head was marked with two flat crests that rose above its eyes and tapered to flat points, angled down over the strange thing's head. Radiating both hot and cold, the strange thing flung ice blocks and stinging winds of cold one moment, and searing flames the next, the destruction its powers wrought evident in the buildings around them, as people screamed and tried to run.

_"What manner of creature are you, demon?!?" _Sleepwalker shouted in a fury, as the strange being turned around.

"Huh?" it began, taking notice of Sleepwalker. "Hey, I'm human. Don't let the mask fool ya-this is just a costume. I'm one 'a those…whaddaya call them?...supervillains. 'Name's Equinox. Lotta the people on this block decided they didn't hafta pay 'rent' to the Kingpin no more, so I got sent over ta fix their wagons."

_"You assault innocent people for their refusal to give in to your master's extortion?" _Sleepwalker shouted in anger and revulsion, a deadly light coming into his multifaceted compound eyes. _"By the sacred thoughts of the Silent Ones, I shall ensure that you regret your actions!" _he roared, blasting some of the flaming debris with his warp vision and sending it in a wave at Equinox, who was forced to conjure an ice storm to defend himself, before leaping away and unleashing a stream of fire at Sleepwalker.

Blocking the fire with a wall of pavement raised from the street with his warp beams, Sleepwalker shaped it into a driving fist that slammed into Equinox, driving through the ice wall the villain tried to conjure and knocking him off his feet. The alien flew in to try and ensnare the off-balance Equinox, but the criminal was faster, engulfing Sleepwalker in a snap snowstorm that blinded him, before catching him head-on with a vicious fireball that engulfed the guardian of the Mindscape in flames, blinded by the steam that suddenly erupted.

It was only just in time that Sleepwalker escaped from the steam and warped another section of pavement to block the next fireball Equinox threw, just barely preventing it from hitting the elderly woman and the son who supported her as they fled the scene. He flew down to take Equinox on head-on, only to be buffeted by the hard balls of snow, ice and hail the villain generated as he switched back to his powers of cold. Ignoring the welts and cuts rising on his arms as he blocked the assault, Sleepwalker focused his warp beams and sent the storm hurtling right back at Equinox, who incinerated it with his flame, which Sleepwalker in turn blocked with his warp vision.

His face a mask of determination, Sleepwalker looked around for an edge he might gain against his foe. Fortunately, his distracting Equinox had enabled most of the people to escape, and already firefighters were battling the blazes Equinox had started, although their water lines were continually freezing as Equinox shifted from one power to another.

Eyes shimmering dangerously, Sleepwalker suddenly charged at Equinox, who reflexively blasted another fireball at him. Warping another section of the street to block it without stopping, Sleepwalker suddenly flew past Equinox, catching him with a hard punch to the face. It was not enough to knock the villain out, and he angrily spun around to take another shot at Sleepwalker, melting much of the ice that had formed behind him.

Gathering up the water with his warp beams, Sleepwalker spread it into a wave that he sent raging at Equinox, who once again switched his powers and froze the wall. This did not stop Sleepwalker, however, who simply focused the ice into a hard fist and sent it flying at Equinox. Again switching back to his flames, Equinox reflexively melted the ice, only to end up engulfed in a jet of water that Sleepwalker rapidly refroze himself with his warp vision as it washed over his opponent, trapping Equinox in a prison of ice.

Forced to focus on his fire powers, Equinox lost precious seconds melting his way free, and was set upon by Sleepwalker before he could react. The alien pounded him mercilessly, an infuriated light in his eyes, punching him hard in the stomach before giving him a roundhouse across the jaw, knocking out two of Equinox's teeth with one hand before ripping his mask off with the other. Without the cerebral control matrix in the mask, the rest of the Equinox battlesuit was unable to function, and the fire and ice on Equinox's body were soon extinguished and melted.

Sleepwalker was about to strike again when he noticed how limp Equinox was in his arms. Now unmasked as Terry Sorenson, Sleepwalker was astonished to see the ugly bruise he had raised on the man's jaw when he had punched him. The light melted away from his eyes and his racing pulse began to slow, as two police officers came tentatively towards him. Turning towards them, Sleepwalker was astonished to find that one of them was Detective Cecilia Perez, one of the police officers who had come to arrest Psyko after Sleepwalker defeated him.

"Remind me never to get you mad at me," Perez told Sleepwalker, grimly noting Sorenson's injuries. "I've got to say, you have a real mean streak."

_"…Perhaps I allowed my anger at this miscreant's actions to overcome my better judgment," _Sleepwalker finally said in a shaken tone, as he handed the semi-conscious Sorenson to Perez and her partner.

Looking around at the devastation, and back at Equinox and Detective Perez, Sleepwalker suddenly felt a burst of shame. Some of the local residents were cheering and applauding him, but their accolades fell on deaf ears as Sleepwalker repaired the damage he had done to the street with his warp beams and helped to put out the few remaining fires, before flying off into the night.

There were no more crimes that night, something for which Sleepwalker was grateful as he drifted aimlessly over the New York skyline, finally settling on the George Washington Bridge to sit in the shadows of the bright Christmas lights. Burying his head in his hands, Sleepwalker did not stir from his position until he faded from sight when Rick woke up the next morning.

* * *

"Well, what did you think?" Alyssa prompted as she took the _Pirates of the Caribbean: Dead Man's Chest _DVD out of the player.

"I think you have an unhealthy obsession with Johnny Depp," Rick answered, a half-smile on his face.

"That's not true!" Alyssa protested with a laugh, throwing a pillow at Rick as Rambo hopped off the couch to get out of its way. "If it was, why did I wait until the movie came out on DVD to see it?"

"Because you hate going to the movies," Rick smiled. "That's what I like about you-you're so fussy that way. Like at dinner tonight-why'd you have to send back that lamb steak you ordered?"

"Oh, like you need to ask," Alyssa rolled her eyes. "They overcooked it, and they put tomato sauce on it when I **specifically **asked them not to-wait…" she paused. "What do you mean, that's what you **like **about me?" she asked, suddenly sitting down on the couch next to Rick.

"Well, I mean I like your smile, that cheerful, funny attitude of yours. It always brightens my day, you know?" Rick answered, looking into her eyes. "There's always just this little twinkle in your eyes, and it's just…well, the warmth I always feel around you."

"You **always **feel around me?" Alyssa asked, an uncertain tone creeping into her voice.

"Since what happened to Mom and Dad, I mean. And not just before that, either…I've always felt that from you, you know? But especially now, with all the time we've been spending together, I really appreciate it. Even with everything I've been going through the last few months, you've always been there, more now than ever," Rick finished.

"That's because I'm worried about you, Rick. And you're not the only one who's suffered like this-Mr. and Mrs. Sheridan were like second parents to me. I just feel terrible about what happened to them. We all do. You remember how the rest of us waited for you to recover? How Gwen, Peter and his Uncle Ben all came down to see you? They cared about the Sheridans too," Alyssa replied.

"I know," Rick answered, "and it means more to me than you'll ever know, believe me. But with you, it's different, you know? There's always been that certain something about you that I just love..."

"…Love…?" Alyssa breathed.

Rick turned red with embarrassment.

"I…" he began awkwardly, before Alyssa put a finger on his lips.

"Actions speak louder than words," she finished for him, as she drew him in closer.

_**We could call it luck,  
We could call it fate,  
We could call it heart's desire,  
We could call it a dream even though we're wide awake-  
Let's just call it love.**_

-Blackmore's Night, "Call it Love"

(_**Next Issue:**_ As Rick Sheridan finds some peace in his life, Sleepwalker finds that his problems are just beginning. Witnessing the Sheridans' funeral through Rick's eyes and ears, Sleepwalker experiences Rick's emotions and is painfully reminded of the circumstances of their deaths, and is forced to confront his own emotions on the subject. All this and more in _Sleepwalker #27: Outer Angels and Inner Demons!)_


	29. Outer Angels, Inner Demons

A chill wind seemed to blow over the city of Albany on December 15, 2006. Outside St. Thaddeus's Holy Parish, although most of the people walking into the church barely seemed to notice it. Dressed in dark mourning colors, they silently filed into the church and sat in silence, the organ's peals the only sound in the air. Gazing sadly at the twin coffins set before the altar, they quietly listened to the words of the priest, punctuated by the odd sniffling or sob.

Rick Sheridan sat in the front and central pew, his siblings Bobby and Leah on either side. Leah's eyes were closed, tears pouring down her cheeks, while Bobby sat in stone-faced silence, not responding as Rick looked at him. Turning back to the caskets of William and Florence Sheridan, their son did his best to suppress the grief that welled up in him once again. Feeling a hand squeeze his own tightly, he looked over to his right, his heart feeling lighter as he gazed on the beautiful face of Alyssa Conover. Alyssa's shining eyes and small, gentle smile made Rick's pain go away, and his heart felt all the lighter.

All around the Sheridan siblings were their loved ones. Leah's fiancé sat next to her, and Bobby's girlfriend sat next to him on his other side, while Alyssa sat between Rick and Leah. Many of their relatives, aunts, uncles, cousins and grandparents, as well as many friends of the family, including Peter Parker and his Uncle Ben, sat in the rest of the pews, rounding out the funeral procession.

Julia Winhill sat several rows behind and to the left of Rick and his siblings, with her parents on one side and one of Bill Sheridan's childhood friends on the other. Had any of the other mourners not been so absorbed in their own grief as to look at her, they would have noted how she stared at Rick, a look of deep worry and concern on her face.

* * *

SLEEPWALKER #27

"OUTER ANGELS, INNER DEMONS"

* * *

Within Rick's mind, Sleepwalker listened intently to the priest's words, the funeral songs, and the people who came, one by one, to speak at the altar. He looked through Rick's eyes at every single detail, from the proceedings inside the church to the outdoor burial service. He watched and listened as Rick spoke to just about all of his friends and relatives, taking in every word and every sight.

Cobweb and Psyko-_by the Silent Ones, how I hate that name, _Sleepwalker thought-had been defeated, but their ugly legacy remained in full view, on display for all to see.

As he watched and listened, Sleepwalker found images of Psyko passing through his mind. He imagined himself viciously beating the monster to within an inch of its life, hearing its screams of agony as he broke each and every one of its bones, one at a time. Sleepwalker heard Psyko screaming and begging for mercy, as he made him feel what it was like to be under the control of someone else, to have someone else wield the power of life and death over…

Then he remembered what he had done to that poor fool Equinox back in New York, how his anger had nearly gotten the better of him.

Taking a deep breath, Sleepwalker forced himself to calm down.

* * *

The Sheridan family home in Albany was a comfortable, homey place in the suburbs, that always brought a warm feeling to Rick's heart whenever he came back.

"You going to be staying until Christmas?" Bobby asked his brother as they sat down in his bedroom, their girlfriends talking with Leah downstairs.

"Might as well," Rick shrugged. "Can't leave you all alone, can I?"

"What, you think I can't handle it?" Bobby smiled briefly. "But yeah, we should see if Leah and Phil will be staying too. So much for Christmas cheer, huh?"

"Alyssa might stay with us, if I get her parents' permission," Rick noted. "She'll have to go back to New York in a few days for that big _Sleeping Beauty _performance, but once that's wrapped up, I'm sure she'd be happy to."

"So are you two an item now?" Bobby asked, raising an eyebrow. "I noticed how close you two were at the service," he noted, an edge creeping into his voice.

"You don't know how much of a help she's been," Rick nodded. "Made things a lot easier for me."

"I can imagine," Bobby muttered.

"Pardon?" Rick asked curiously.

"Well, it's not like you called after what happened," Bobby noted. "What were you doing all these weeks, anyway?"

"Looking after Mom and Dad's estates!" Rick answered. "That stuff wouldn't just take care of itself, you know…I had to make the funeral arrangements, work out how much they'd get from Richmond Industries, the whole nine yards."

"You have time for all that, and you can't spare five minutes," Bobby scowled. "Grandma and Grandpa Sheridan could have really used a call of support or two."

"Bobby!" Rick protested.

"What?" his brother asked simply.

"…Can we not get into this now?" Rick asked slowly.

"Yeah, sure. We've all been through a rough time, I know," Bobby nodded.

* * *

Fortunately, Rick had had the foresight to sleep alone in his bedroom that night, allowing Sleepwalker a way to sneak out without waking his human host's brother and sister. Quietly warping open Rick's window, passing through, and sealing the way behind him again, Sleepwalker was about to head into the night when he heard a voice calling his name.

Looking down, he was astonished to see Julia standing below him in the Sheridans' backyard, waving at him. Floating down to ground level, he was astonished to see her footprints in the otherwise unmarked snow of the Sheridans' yard, as if she had come around to wait for him.

_"Would you be willing to explain your presence in the Sheridans' yard?" _Sleepwalker began slowly. _"For what length of time have you been here?"_

"A couple of hours," Julia answered. "Beautiful night, isn't it?"

_"Why have you come here?" _Sleepwalker asked again.

"I was waiting for you," she said slowly. "I wanted to know how you were feeling, ever since your fight with Psyko. I saw how hard you took the deaths of Rick's parents, and I was just wondering how you were doing."

_"Such affairs are none of your concern," _Sleepwalker replied coldly, as he moved to levitate away and into the night, before Julia grabbed his arm.

"I might say the same thing about you," Julia noted. "You've interfered in affairs that weren't any of **your **concern, like Lightmaster's attempts to kill me."

_"The circumstances surrounding Lightmaster and his pathetic vendetta against you are another matter entirely," _Sleepwalker said, looking at her strangely. _"In no conceivable way could I have ignored the dangers that faced you. You were in need of my assistance, and therefore I acted to aid you, in an appropriate fashion becoming my status as a Sleepwalker." _

"And **I **can't just sit by when you need help, either," Julia said, her grip on Sleepwalker's arm stronger than that of any supervillain. "You say it's none of my concern, but I know better."

_"You may rest assured, that the condition of Rick's mind had greatly improved in the weeks since the deaths of his parents," _Sleepwalker informed her. _"The grief and despair that previously tormented him have become far and away less of a danger than before." _

"I'm not worried about Rick, I'm worried about you," Julia insisted. "I know that Rick'll pull through. Being with Alyssa will do more for him than he'll ever know. But what about **you?** Who are you going to turn to in all this?"

Sleepwalker gave no reply, save to slowly blink once and again, before looking at the starlit sky.

"There's still so much I don't know about you," Julia continued, taking Sleepwalker's hands in her own. "Who you are, where you came from, why you do this."

_"Is your curiosity so strong that you would await my emerging from Rick's mind for hours in sub-zero temperatures to indulge it?" _Sleepwalker finally asked, slightly incredulous. _"Should my affairs be of such tremendous interest to you, I would once again advise you to speak to Rick when he awakens." _

"No!" Julia said emphatically. "Please, Sleepwalker…that's twice now you've saved my life. I've seen that look in your eyes...you can't go on like this!"

Again, Sleepwalker moved to fly away, but Julia held his hands tightly, refusing to let go.

"How many people have ever really gotten to know you? How many people have ever heard your side of the story? That's what I want to know…"

For several minutes, they looked into each others' eyes.

Finally, Sleepwalker sighed.

_"If that is your wish, I shall tell you my story, long as it is in the telling. There is much that I must first explain…"_

Over the next hour, Sleepwalker told Julia everything. He told her of the Mindscape, of the role his race played in defending it, and the entire story of his entrapment in Rick's mind by Cobweb. Sleepwalker then told her of how he had emerged as a crimefighter, before explaining how the demon had nearly killed him and contributed to the birth of Psyko, the monster that had murdered Rick Sheridan's parents.

_"From this perspective, you may understand my emotions," _Sleepwalker finally finished. _"Far from defending the minds of the innocent, I am indirectly responsible for the creation of a hateful and perverted thing, a monster that has destroyed far too many lives, among them William and Florence Sheridan. I was exploited and used by Cobweb, as my impetuous foolishness began and perpetrated a cycle that has brought misery and near-ruin to the Sheridan family. Cobweb and Psyko are cause and effect, but I am complicit in their evil. Such are my failures as a warrior and protector." _

Julia stood in silence for some moments.

"But you said Rick forgave you, didn't he?"

_"Perhaps he has the presence of mind to ascribe blame to Cobweb and Psyko, rather than myself," _Sleepwalker said slowly, _"but by no means does this absolve me of responsibility for my sins. Only through continuing in my role as a warrior, as a defender of those who cannot protect themselves, shall I be able to atone until such a time as I am able to return to the Mindscape, should I prove worthy of such an honor." _

"Worthy?" Julia started.

_"How might I walk among my kin, knowing what I have allowed to flourish upon this world? Am I deserving of a return to the Mindscape, irrespective of my desires to return to my former home?"_

Julia said nothing at first, before drawing Sleepwalker close.

"But think of all the good you've done," she said. "I owe you my life-twice over-and how many other lives have you saved? How many livelihoods have you saved with the robberies and crimes you've prevented? Doesn't any of that count for anything?"

Sleepwalker said nothing.

"That's the thing-how many of us do you think truly realize the good we do in this world? You save a man's life, but besides that you might have also spared a little boy the trauma of losing his father. You stop a rapist or a killer before they have a chance to strike again, and who knows how many people you've prevented him from harming? All those people, whose lives might otherwise have been ruined, managed to survive. Who knows what good they might do in the future?"

_"Much of what you say is pure speculation," _Sleepwalker noted doubtfully.

"That's because humans tend to only focus on the bad side of things in life. We often overlook or even forget the healing, the reconciliation, the good, call it whatever you like. Seems like it's a trait among Sleepwalkers too," she grinned. "I mean, just look at me. With my help, Dr. Fong is finally going to get due credit for his research, and get back the profits that rightly belong to him. Do you really think I could have done that if Lightmaster had killed me? And who knows what Dr. Fong's work will do in the future, if he puts it to a better use than trying to kill people?"

_"None of what you say alters the fact that my rashness has led to the murders of Rick's parents, the near ruin of Rick's life, and the creation of Psyko," _Sleepwalker shook his head. _"Such grievous consequences cannot be forgotten so easily, particularly as they are the antithesis of what I believe in as a Sleepwalker. I have betrayed my principles, my honor, indeed the very reason for my existence." _

"But Rick's managed to keep going," Julia protested. "He's got Alyssa now, and she'll help him pull through. He doesn't blame you for what happened…"

_"Your words…are appreciated," _Sleepwalker said solemnly to her. _"And yet, I cannot…"_

"Then please, just let me sit with you. You've done so much for so many people…please, let me do something for you," Julia finally asked.

Sitting with Julia in the darkness, Sleepwalker was left to reflect on the last three months. He thought of Rick and Alyssa, of Julia herself, of Spider-Man, Daredevil, the X-Men and the Thing, of Wyatt Wingfoot and Silent Fox, the humans he had come to know in this strange and mysterious world called Earth.

He felt a sudden warmth, that made him forget the bitter cold of the winter night. As he looked at Julia, lying against him with her eyes closed, a rare smile made its way onto his face.

His thoughts then turned to the many costumed criminals he had made enemies of in the short time he had inhabited this world, and reflected on how the human race could at once be capable of such great good and such great evil.

Then, his blood ran cold.

In his mind, he heard Psyko's chilling laughter once again.

_"You can bury a nightmare, but you won't forget it," Psyko rasped, his grin growing wider. "You know it, don't you, brother? I've stayed with you, known you, followed you ever since we had our…'quarrel'," he said softly, chuckling at the end. "I've always been there, watching you over your shoulder. You can't escape me, brother…you know that you're a part of me, and I'm a part of you."_

(_**Next Issue:**_ Rick and Alyssa's return to New York for her performance of _Sleeping Beauty _is considerably complicated by the return of Whitney Cooper III, Alyssa's old friend from dance. For his part, Sleepwalker is confronted with an old enemy, as the Ringer resumes his criminal career! All this and more in _Sleepwalker #28: Follow the Ringleader!)_


	30. Follow the Ringleader

"What do you think, Rick?" Alyssa asked him as they browsed through the aisles at the Virgin Megastore at Bloomingdale's, turning around to show Rick, who was dutifully carrying Alyssa's multiple shopping bags. "Think Cyrus would like this?"

"I don't know if he's such a big fan of American cartoons," Rick frowned, examining the DVD in her hand. "I'm not sure the _Thundercats _really appeals to him. We should get him some of those Gundam model kits we saw back at that hobby shop. Kenny might like this, though."

"Actually, he said he'd like some new upgrades for some of his art programs for that new webcomic he's trying to develop," Alyssa chuckled, putting the DVD back. "A nice way for him to get the stuff for free," she smiled.

"Like that's anything out of the ordinary," Rick joined in her laughter. "Say, what do you want?" he asked after a moment. "I mean, with everything that's been going on, I haven't been able to do much shopping before now, and-"

"Like the old song goes," Alyssa smiled, putting her finger on his lips, "all I want for Christmas is you."

Rick suddenly flushed with embarrassment.

"On the other hand," Alyssa said after a moment of reflection, "there are these sexy pink Capezios I've had my eye on for a while…"

Rick suddenly found himself able to breathe normally again.

* * *

SLEEPWALKER #28

"FOLLOW THE RINGLEADER"

* * *

Half an hour of shopping later, Rick and Alyssa heard a familiar voice that caused Alyssa to brighten and Rick's heart to sink.

Whitney Cooper III wove through the crowds, quickly advancing on them and giving Alyssa a brief hug, before holding out his hand to Rick, who hesitated a moment before shaking it.

"How are you guys doing?" Whitney asked them with a smile. "I haven't seen you in weeks!"

"We've had to take care of some things," Rick answered in a somewhat frigid tone, as Alyssa looked at him. "It's been a few rough weeks."

"I'm glad you're back," Whitney said. "It sucks when everyone goes away for Christmas break."

"How come you're still in New York?" Alyssa asked.

"Eh, I'm house-sitting for Mom," Whitney shrugged. "She's down in Florida for the winter, while Dad off somewhere in Europe to look after Uncle Ted," he said glumly. "Those two are like a cobra and a mongoose now-you don't want them in the same room, believe me."

"So why aren't you with one of them?" Rick wondered.

"Yeah, like I really want to seem like I'm playing favorites between them," Whitney rolled his eyes. "No, at least Dad can forgive me if I just look after Mom's New York place."

"That's terrible," Alyssa said, patting Whitney's arm. "You must be lonely…"

"Hey, I've got plenty of room," Whitney grinned. "You could spend Christmas with me, if you like..."

"Are you talking to Alyssa, or the both of us?" Rick asked with an edge in his voice, raising an eyebrow.

Whitney seemed caught off guard for a moment.

"Well…I mean...sure," he finally stammered, blinking at Rick in surprise.

Alyssa looked from Rick to Whitney, and back again.

"Well, we're only going to be in town for a day or two," she finally started. "Just doing some shopping, taking care of some loose ends, and doing the big _Sleeping Beauty _show, stuff like that."

"Yeah, Alyssa and I are going to dinner after she's done on opening night," Rick added, edging closer to her. "When your girlfriend's the prima ballerina, you've got to treat her right, you know?"

"You…oh!" Whitney started, as Alyssa gave Rick a strange look. "Hey, congratulations!" he finally finished.

They stood in silence for a few moments.

"Oh geez, look at the time," Whitney finally said, checking his watch. "Gotta go."

When he was gone, Alyssa looked hard at Rick, who shifted uncomfortably.

"Are you okay?" she finally asked him.

"I'm sorry, Aly," Rick finally stammered. "It's just that…well…"

"Where are we going for dinner on opening night?" Alyssa interrupted. "Sounds like we're going somewhere really fancy and expensive."

"I-I hadn't planned that far ahead," Rick stumbled, before Alyssa raised an eyebrow. "Well…where do you want to go?"

"Well, you have an eye for aesthetics, and good taste to match," she winked. "I'm sure you'll pick out somewhere good."

"Hey, that's something to do while we're back in New York, right?" Rick ventured. "We could check some places out-"

"Yeah, but remember, we're going back to Albany for the holidays," Alyssa reminded him. "I talked to Mom and Dad about it, so I can stay with you and your family, if it's alright with them."

Rick brightened.

"Sure, sure," he grinned. "Bobby's girlfriend and Leah's fiancé are coming over too."

"Glad to hear it," Alyssa smiled as they continued on to the next store. "Oh, and in case you were wondering, Whitney probably won't be too lonely over the holidays. You'd be surprised how many girls he knows."

"…Really?" Rick finally managed to ask.

"Oh yeah," Alyssa said off-handedly. "He flirts like crazy, but he's a teddy bear. He's not my type, anyway-the only reason I know him so well is because he used to be in so many of my dance classes. He doesn't need me-he'll find someone else, I'm sure."

She raised an eyebrow as she addressed Rick, her eyes narrowed.

Rick did his best not to breathe a sigh of relief as they continued on to the Banana Republic.

* * *

"So what was it that Cyrus wanted, again?" Alyssa asked as they stepped into the mall's Chapters bookstore.

"Something called _One Piece, _Volume VI," Rick answered after a moment's thought. "It's one of those weird Japanese comic books he likes so much-you have to read them right to left-manga, I think they're called."

Walking through the store, Rick and Alyssa were so focused on looking for the Japanese manga section that they just about ran into another customer. It took them a moment to recognize her as Gwen Stacy, Peter Parker's girlfriend.

"What are you doing here, Gwen?" Alyssa wondered. "Shopping for Peter?"

"What else?" Gwen rolled her eyes humorously. "Peter just **had** to have this book," she finished, holding up a thick book for Rick and Alyssa to see.

"Who the hell's Dimitri Mendeleev?" Rick asked, looking at the book, a biography of the aforementioned man.

"He's one of Peter's heroes," Gwen replied. "He was this 19th century Russian chemist who devised the first version of the periodic table of the elements, which revolutionized the science of chemistry. Later scientists expanded on it, but Mendeleev's basic table is still in use today."

"Well, that explains a lot," Rick chuckled, handing the book back to Gwen. "How'd finals go for him?"

"A lot better than he expected, actually," Gwen told him. "With all his running around for the _Daily Bugle, _he didn't get as much study time as he wanted, so he was really feeling the pressure. Dad and I both agree-that Jameson guy doesn't pay Peter nearly enough for all the hoops he makes him jump through…"

"But Peter's not into Journalism," Rick stopped for a moment. "So why's he working at the _Bugle _anyway? Especially when he's still an undergrad?"

"Jameson hired him after he won this contest the _Bugle _held when that Spider-Man character first appeared, offering a cash prize to anyone who could get pictures of him. Then, after Peter fixed some problems the _Bugle_'s staff was having with their computers when he went to get his check, Jameson made him the paper's webmaster."

"That doesn't sound so bad," Alyssa noted.

"Don't say that to Peter," Gwen chuckled. "He says Jameson hired him because he doesn't have to pay Peter as much as a full-time webmaster or photographer. The old skinflint's supposed to be a master at doling out just enough cash to make Peter willing to keep going back, even if he'd rather eat glass."

"Why doesn't he just go somewhere else if he hates it so much?" Rick asked.

"Well, who else would hire a twenty-year old undergrad that hasn't completed his degree, and hasn't really made a name for himself in the scientific community yet? Peter doesn't have any formal Journalism training or anything like that…and besides, he'd rather do it than bus tables or sell women's shoes. He'll probably go for a summer internship at Richmond Industries or Fireheart Industries, like he did this summer, but until then he doesn't have much else to go for."

A thought briefly occurred to Rick.

"Look…if Jameson's hiring undergrads, do you think I might have a shot doing some copy work or something like that? Since everything that's…happened…over the last few weeks," he said carefully, "I'm probably going to need the extra money next semester."

"Peter would probably say it's your funeral," Gwen shrugged, "but if you're really interested, I'll ask him for you. You really want to do this?"

"Hey, I'm not into politics," Rick assured her. "I'd be there to do what I'm told, not take a stance or anything like that."

* * *

"Explosive rings…check," the Ringer noted approvingly, watching the concrete block explode as the metal ring hit it.

"Razor rings…check," the Ringer continued, noting how easily they sliced through the next concrete block.

The freezing rings, constricting rings, and linked rings were all working perfectly, as well as the radio controls in the helmet, which allowed the Ringer to control the rings' movement by pure thought.

_Tonight, _the figure thought, making the final adjustments to the armor, _the Ringer is back in business._

* * *

"Ah, Kelly Bundy," Anthony Davis smiled, leaning back in his chair as he watched _Married…With Children _in the prison TV room. "Why, oh why, did she cut that gorgeous, fine-spun golden hair in the show's ninth season?"

"Getting lonely without Leila?" Abner Jenkins grinned at him. "Must suck to be you on conjugal visit day…"

"Yeah, well…why do you think I put together this ringtoss game?" Anthony muttered, easily tossing the hand-sized rings onto the pegs from halfway across the room. "I might as well have something to do, I guess…"

"So, are you in or not?" Abner demanded, referring to the jailbreak that he and several other members of Attica Prison's supervillain population were planning for New Year's Eve.

"Yeah, just look at where that got Jeff," Anthony snorted. "Spends all of one week as 8-Ball before Sleepwalker clobbers him again and he gets his sorry ass hauled back to the slammer. No way am I messing with another superhero. Once my sentence is up, I'm going back to work for the Tinkerer."

"Well, yeah, you did good work with him," Abner muttered. "Alls I'm saying is I'd go out of my fucking mind if I had to go back to another engineering job. Why'd you think I became a supervillain in the first place?"

"First you get the power, then you get the money, then you get the women, right?" Anthony rolled his eyes.

"That's one thing I never understood about you guys," one of the prison guards, part of a corrupt group who regularly took bribes from the supervillains of Attica, started as he came over to the two cons. "You guys could make millions just playing it straight with your inventions and all that, so why become supervillains?"

Anthony and Abner looked at the guard for a moment.

"You might as well ask all the thieves, break-in artists, Mafia types, counterfeiters, and art forgers who're all fucking smart, and who could have made a killing with their own talents, why **they **turn to crime in the first place. You don't have to be a supervillain to do that," Anthony finally finished for him.

The guard had no response to this.

* * *

That night, as Rick went to sleep back in his New York apartment, Sleepwalker waited within his mind, not venturing out as he usually did. He did not have long to wait before Sv'ara, his beloved and fellow Sleepwalker, came into Rick's mind.

Sleepwalker looked at her expectantly.

_"Has a decision been rendered?" _Sleepwalker asked her pointedly.

_"Indeed it has, for I have conversed with the Silent Ones," _Sv'ara answered. _"One night hence, they will manifest within this mind to render their decisions concerning…what has transpired since your entrapment within the mind of Rick Sheridan. It is incumbent upon you to remain present within the mind, not appearing within the world of humanity, so that this affair may receive its due consideration." _

"What 'consideration' are you talking about?" Rick suddenly demanded, manifesting within his mind. "And just who the hell's going to be barging into my mind?"

_"You need not concern yourself with such matters," _Sleepwalker answered. _"There is, indeed, a distinct possibility that our fusion will be broken, and that my present intrusion upon your mind will be ended." _

"Like hell!" Rick snapped. "Now who the hell are these Silent Ones, and what do they think they're doing, barging into my mind like-"

Sleepwalker and Sv'ara looked at one another.

_"Through my examination of the knowledge contained within the many minds of the human race, I have come to the realization that humanity worships many different entities that you would consider 'gods'," _Sleepwalker replied. _"Among these beings are Allah, the Christian God, the Great Spirit, Vishnu, and other such beings. The Silent Ones fulfill a similar role for the Sleepwalker race. They are our guides, our mentors, and our lords. Their sacred thoughts are our laws, our guiding light in the struggle against the endless horrors of the mental plane." _

"So…what? The Silent Ones created the Sleepwalker race?" Rick asked.

_"The analogy is, by our own admission, somewhat imperfect," _Sleepwalker shook his head. _"The Silent Ones are Sleepwalkers who, when they reach the end of their nine-century lifespan, have ascended to a higher state of being by virtue of their wisdom, ability and intellect. They make decisions for the Sleepwalker race as a whole, they coordinate our battles against such foul beings as Nightmare and the Shadow King, and it is they who determine how the Sleepwalker race must live and act." _

"Didn't you tell me that Sleepwalkers only lived eight or nine decades?" Rick asked. "And so what are they doing, coming into my mind?"

_"On that previous occasion when I claimed that my race lived for nine decades of human time, I had confounded the word 'decades' with 'centuries'. Indeed, my race is extremely long-lived; I myself have seen two-hundred and seventy-four years of life, by the chronological standards of humanity," _Sleepwalker informed him. _"The Silent Ones have come to determine my punishment for my transgressions in allowing myself to be trapped within your mind by Cobweb, and my role in the creation of the nightmarish Psyko, and the horrors the monster has perpetrated upon your world."_

"So what'll happen to you?" Rick demanded.

_"That shall be for the Silent Ones to determine," _Sv'ara noted. _"As Terren'sk has previously stated, you need not concern yourself with this affair. Whatever may come to pass, no harm shall come to you." _

"And as I just said, my mind, my life," Rick said slowly and calmly. "I'm the one whose life has been turned upside down, and that means I'm going to say my piece. And I have a lot to say, believe me. Nothing, and I mean nothing, is going to happen until I say so. Do I make myself clear?"

Sleepwalker only stared at Rick.

"Come on, the night's young," Rick told the Sleepwalkers. "All the minds of this part of the Mindscape are open, so they need you back there," he told Sv'ara. "And whatever else happens, they still need you out there," he turned to Sleepwalker. "If tonight is the last night, better make it count, right?"

The Sleepwalkers only nodded, before they departed Rick's mind through their respective portals.

* * *

Flying into the brightly lit New York night, Sleepwalker maintained a calm demeanor. His patrols were uneventful, as the bitterly cold night seemed to keep even most of New York's criminal element indoors. Aside from a few street people and passersby, the only other soul Sleepwalker saw was Spider-Man swinging through Queens.

As he came down through midtown Manhattan, however, Sleepwalker was suddenly confronted with screams and explosions, which lit up the night sky. Flying down to the source of the disturbance, a row of expensive boutiques and shops on a one-way street, the alien was shocked by the sight that greeted him-a figure in an orange and green battle suit from which hung a number of rings. As Sleepwalker came down, the person in the suit flung his arms out wide, and a flurry of rings emerged from his wristbands, exploding violently as they struck the walls of the surrounding buildings.

_"You have effected your release from imprisonment, Ringer?" _Sleepwalker confronted his familiar enemy as he came down to ground level. _"I observe that you unrepentantly continue in your criminal ways." _

"Sleepwalker!" the Ringer said, a mix of surprise and delight in his strangely muffled, tinny voice. "I was hoping you'd be the first superhero I'd run into!" he continued, hurling a bevy of rings at Sleepwalker. The alien gathered up a pile of snow with his warp vision to block the missiles. The rings exploded violently as they collided with the snowbank, causing a ghostly fog to rise around the street. Instinctively, the Ringer released a flurry of razor rings from his armor. Controlling them with his helmet, he directed the rings to form a double helix of spinning blades around his body, an effective deterrent to any physical attack.

"Do you like the new upgrades to my weapons systems?" the Ringer asked, a wicked grin forming under his full-face mask. "I know you're out there, Sleepwalker," he called out into the fog. "Want to play?"

Sleepwalker's only response was a wave of ice and snow, gathered with his warp vision and flung at the Ringer. The snow seemed to come from everywhere as Sleepwalker spun around the Ringer, gathering the ice and snow from all sides so his foe could not pinpoint his location and strike back.

The Ringer's response was to fling another series of rings out of his armor, this one linked in a long chain like a lariat. Rising to the roof and hooking around a chimney, before contracting to maintain a firm grip, the lariat suddenly recoiled, pulling the Ringer up out of the fog bank and away from Sleepwalker's attack. The villain expertly landed on his feet, recoiling the rings back into his armor, the cloud of razor rings still spinning around him protectively. As Sleepwalker rose to follow, he blew apart the next ring the Ringer threw at him with his warp beams. He cursed at the blinding flash of light that erupted from the ring, realizing that this was the Ringer's plan all along.

Blinded and off balance, Sleepwalker could do nothing but scream in agony as the Ringer's razor rings flew forward and surrounded him, cutting him all over. Covered in bleeding wounds, Sleepwalker lashed out with his hands and feet, knocking the rings away before blowing many of the rest of them to pieces with his warp vision. Gathering them up into a cloud, he flung the broken shards of metal at the Ringer, who was forced to dodge. Sleepwalker came in right behind the metal shards, however, and angled around to catch the Ringer in mid-leap, striking him with a hard punch that sent him flying back into the chimney. Dodging the next razor ring the Ringer flung at him, Sleepwalker was caught by the second, a freezing ring that chilled and paralyzed him long enough for the Ringer to get his lariat around Sleepwalker's waist.

* * *

Detective Cecilia Perez, of the New York City Police Department's Superhuman Activities Unit, yelled out a curse as she slammed on the brakes of her squad car, just barely avoiding hitting Sleepwalker as he was smashed into the pavement by the Ringer's constricting lariat of rings. The Ringer himself came down a moment later, riding another ring lariat.

Perez cursed the bad luck that had sent her out alone in the middle of this superhuman firefight. Bad enough that her partner was in the hospital after getting in the way of that fight between Spider-Man and Doctor Octopus earlier that night, but she was apparently the only one of the officers assigned to this fight that hadn't gotten caught in the bad roads.

_Just my luck, _Perez thought to herself. _Join the superhuman activities squad, I said…it's a higher-profile squad than vice or the gang unit, better for your career, I said, _she thought sarcastically. _Did I even stop to think just __**why **__most cops took a pass on the superhuman division? _

* * *

Sleepwalker reshaped the next storm of rings into a battering ram with his warp beams, driving it hard back at the Ringer, who only barely dodged it and was struck hard by the street sign Sleepwalker warped and hardened to attack him. Focusing his warp beams once more, Sleepwalker entrapped the Ringer by wrapping the sign around him, before coming down to finish him off.

The next series of razor rings the Ringer released from his wristbands cut through even the hardened metal of the sign, before flying at Sleepwalker, who instinctively defended himself. That gave the Ringer all the time he needed to fling another freezing ring at the alien, trapping him for the time it took to power up two special explosive rings, that constricted and bound a foe before blowing him to pieces.

The Ringer flung the rings, intending to kill the wounded and frozen Sleepwalker, but he was caught off guard by the sound of gunshots in the air. The rings suddenly exploded, the force of the impact catching the Ringer by surprise and landing him flat on his back, while jolting Sleepwalker back to his senses.

Looking around in a fury, the Ringer saw Detective Perez, her smoking gun pointed directly at him. Shouting in a fury, he flung another explosive ring at her, which she once again destroyed with her sidearm. Out of the corner of his eye, the Ringer saw Sleepwalker rise. Flinging another series of razor rings at him, the Ringer turned back to Detective Perez, intending to deal with her distractions before returning to Sleepwalker.

He would never get the chance, as Sleepwalker once again focused his warp beams on the rings, fusing them together and forming them into a long battering ram. Flinging it directly at the Ringer, the ring-wielding criminal twisted out of the way, but Sleepwalker then warped the battering ram a second time, twisting it into a giant ring of his own that encircled and snared the Ringer, trapping his arms at his sides. Focusing his warp vision on the large ring again, Sleepwalker constricted his foe until the Ringer cried out in pain, shouting that he surrendered.

Sleepwalker and Detective Perez slowly advanced on the Ringer, Perez still pointing her gun at the criminal. Finally, after reading the Ringer his Miranda rights, Perez nodded to Sleepwalker, who tore off the Ringer's mask, expecting to see the same man he had defeated all those months before.

The face that confronted him, that of a young, dark-haired woman with vaguely Hispanic features and bright brown eyes, caught him by surprise.

"Oh, so you're surprised?" the woman spat at him. "It's because of you that Anthony got sent up the river in the first place, you son of a-"

Detective Perez just laughed and shook her head.

"I should have known you'd try something like this, Leila…"

_"Is it reasonable to conclude that you have made an acquaintance of this woman on a previous occasion?" _Sleepwalker asked.

"Meet Leila Davis, husband to Anthony Davis, also known as the original Ringer. Anthony Davis was the guy you busted back in October, when you first started working as a superhero," Detective Perez informed him. "They really love each other-Anthony doesn't even accept any of the supervillain groupies that you'll find at Attica on conjugal visit day."

"Why the hell would he, when he has me?" Leila snapped at them.

_"Might I presume that the motivation for the development of your new combat armor would be as the basis for an attempt to exact vengeance upon me for my role in the imprisonment of your husband?" _Sleepwalker asked her. _"And the commission of your criminal activities was an attempt to attract my attention?"_

"Got that in one, Sherlock," Leila spat. "We'll be back, count on it!" she shouted, as a police wagon finally pulled up.

_

* * *

_

"It is my desire to express my most profound appreciation for your assistance in my battle against the new Ringer,"

Sleepwalker said to Detective Perez as the police wagon pulled away.

"Hey, considering what you guys have done to help us out, it's the least I can do to pay you back," Detective Perez smiled. "We have enough problems dealing with all the regular thugs, not to mention organized crime guys like the Kingpin, Crimewave, the Green Goblin's criminal rackets, or the Maggia."

_"Irrespective of such considerations," _Sleepwalker noted, his brow furrowed, _"those individuals who operate as 'superheroes' possess superhuman powers to assist them in their endeavors, and disguise their true identities with masks and costumes. And yet, police officers possess no such advantages. How do members of your profession thus respond to criminal activity, without these protections to safeguard against villainous reprisals?"_

"Hey, if I worried about that all the time, there's no way I could do this job," Detective Perez sighed. "You can't always worry about what could happen, you know? You do that, you'll never go anywhere," she continued. "Sure, something bad could happen, something could go horribly wrong…but you know what? You've just gotta deal with it if it happens. What else can you do?"

Sleepwalker offered no response.

"Ronnie and the kids, they're what keep me going," Detective Perez smiled. "That's something I wonder about you guys, though-how do you deal with it? How do you deal with putting your lives on the line, especially if you're not getting paid for it?"

Sleepwalker finally turned around and stared intently at Detective Perez.

_"As reflected upon from a personal perspective," _the alien said slowly, his voice as cold and steady as ice, _"you are extremely fortunate to enjoy the presence of loved ones with whom you may find solace in your darker moments. In response to your question, I shall respond with one of my own: what is the meaning of your life?"_

Before Detective Perez could reply, Sleepwalker rose into the sky, and soon disappeared into the night.

(_**Next Issue:**_ The mysterious entities known as the Silent Ones, the elders and judges of the Sleepwalker race, manifest within Rick's mind to pass judgement on Sleepwalker for his role in the difficulties Rick and his family have suffered since Sleepwalker's imprisonment in Rick's mind. However, the tribunal takes a decidedly unexpected turn when Rick himself forces his way into the proceedings! All this and more in _Sleepwalker #29: Sounds of the Silent Ones!)_


	31. Sounds of the Silent Ones

The Christmas carols sung by people in the streets of New York outside Rick Sheridan's apartment echoed in his ears as he drifted off to sleep. Tension, expectation and apprehension were only a few of the emotions he felt as he manifested within his mind, his connection to the Mindscape opening as it began drawing in mental energy to recharge his mind.

Standing cold and austere, the Sleepwalker merely nodded at Rick as he appeared, and to his beloved Sv'ara as she entered Rick's mind from the Mindscape. The human and the Sleepwalkers could all feel them approaching, that aura of great power and wisdom that foreshadowed the appearance of the Silent Ones, the rulers of the Sleepwalker race, its lawmakers and judges.

_"Terren'sk…" _Sv'ara began, approaching Sleepwalker from behind.

If Sleepwalker heard her, he did not show it, his face set as if in stone, staring impassively into the distance.

_"Terrens'k, look at me!" _Sv'ara protested, coming around to face her fellow Sleepwalker, looking intensely into his eyes.

Sleepwalker only turned away, looking at Rick.

"_Upon this night is the hour of judgment," _Sleepwalker informed him, ignoring Sv'ara's presence. _"I shall be called to account for my crimes, and all shall be addressed." _

Before Rick could answer, they appeared within his mind. Tall and gaunt, even thinner than the average Sleepwalker, dressed in long, flowing purple hoodless robes, their skin a bright emerald green and their eyes shimmering alternate colors of indigo and lake blue, they were akin to Sleepwalker and Sv'ara as angels were to humans. The olive-green skin and fuschia-colored eyes of the lesser Sleepwalkers paled before these.

Three they were, radiating an aura of timeless wisdom, knowledge and power. Two were male, so far as Rick could tell, and one was female, but they all stood far and above Sleepwalker and Sv'ara in their ability.

"_We have thus appeared, our sacred thoughts giving rise to this trial, to call this Sleepwalker to account for his indiscretions. Let the matter be decided," _one of them spoke, his words echoing with pure thought, no longer even needing to speak.

They were the Silent Ones, lords of the Sleepwalker race.

* * *

SLEEPWALKER #29

"SOUNDS OF THE SILENT ONES"

* * *

"Just what the hell's going on here?" Rick demanded, as the Silent Ones seemed to take note of him for the first time. "What are you doing, barging into my mind?"

"_You no longer need concern yourself with this affair, human," _one of the Silent Ones communicated to him. _"This is a matter for our race to consider and determine, so that an appropriate punishment may be determined for our kinsman. In all likelihood, you will have nothing to fear, as the Sleepwalker's presence within your mind will be eradicated." _

"What?" Rick asked incredulously. "You can't just come in here and-"

"_Enough!" _Sleepwalker finally intervened, holding his hand out towards Rick. _"This is a matter for my people, and my people alone! The presence of the Silent Ones shall result in no negative consequences for your mind! By all that you hold dear, I implore you to remain silent, and permit these matters to develop as they must!" _

Rick would have said something else, but Sleepwalker's words finally convinced him to fall silent.

"_As it is understood," _the female Silent One communed, _"your first affront to our codes was to allow your emotions to overwhelm your judgment and permit Cobweb to steal your Imaginator, and imprison you within this mind, bonding you to the consciousness of this human. Is this not correct, warrior?"_

"_All is as you have described," _Sleepwalker nodded, staring back impassively.

"_The manifold consequences that proceeded from this development include among them a severe disruption of this human's life, and the use of your Imaginator as a tool of chaos and misery by Cobweb, culminating in his ultimate attempt to enslave the mind of one Kevin MacTaggart to dominate the world of humans," _one of the male Silent Ones continued. _"Is this not correct, warrior?" _

"_All is as you have described," _Sleepwalker repeated.

"_Most grievous of all these offenses, however, is the creation of the monstrosity colloquially known as 'Psyko', a ghoulish abomination created by a singularly depraved human being imbued with the negative energies of the Mindscape. This creature has murdered dozens of humans, and inflicted mental suffering and insanity upon dozens more, functioning as the very opposite of our race's oaths and beliefs," _the second male Silent One finally finished. _"Is this not correct, warrior?" _

"_All is as you have described," _Sleepwalker answered yet again.

"_How, then, do you respond, warrior? What redress have you made to correct these offenses?"_ the Silent Ones demanded.

"_In response to my current state of affairs, I have taken to combating the forces of evil in the human world, defending the physical bodies and worldly goods of the human race in the same manner as which our race defends their psyches and minds," _Sleepwalker responded. _"In particular, I have also engaged the horrors of our own dimension which have manifested upon Earth, besting the evils of Cobweb and Psyko and contributing to their defeat, and avenging the murders and terrors they have inflicted upon the souls of the innocent." _

The Silent Ones closed their eyes for several seconds, reflecting upon Sleepwalker's words.

"_I have attempted to atone, as far as possible, for my violations of the tenets of our race," _Sleepwalker continued. _"I am well aware of the consequences of my foolishness and anger, so masterfully exploited by Cobweb in the furthering of his plans on Earth. From the near-ruin of Rick Sheridan's life, to the murder and suffering perpetrated by Psyko, I realize what my trespasses have wrought, and I am prepared to accept the consequences." _

"_But you have defeated Cobweb and Psyko!" _Sv'ara tried to intervene pleadingly. _"You have avenged the murders of Rick's parents, and saved the lives and livelihoods of so many of the humans of Earth! Are not these accomplishments worthy of consideration?"_

"_Such, then, is my statement for your sacred thoughts," _Sleepwalker concluded, ignoring Sv'ara. _"I await your verdict." _

The three Silent Ones closed their eyes as Sleepwalker finished, and communed among themselves for several minutes. Upon opening them, the three entities spoke as one.

"_Your original sins cannot be forgotten, but there are also your actions since your imprisonment within this mind to consider," _the Silent Ones began. _"Beyond such legal technicalities, there are other considerations that must be accounted for. Have you not suffered yourself, in both body and soul, owing to your inability to return to your home? And has not the human suffered as well for your intrusion in his life?" _

Sleepwalker only nodded.

"_All these factors have merited our reflection," _the Silent Ones continued, _"and therefore we realize what must be done. As both punishment for your violations of our code, as well as a means to liberate both yourself and the human from your mutual suffering, an execution shall be rendered upon you," _the Silent Ones decreed. _"In recognition of your bravery and courage as a warrior before your imprisonment, and in recognition of your efforts since that time, your death shall be both instantaneous and entirely free of suffering." _

"Bullshit!" Rick shouted, manifesting himself between the Silent Ones and the lesser Sleepwalkers. Taken aback, Sleepwalker, Sv'ara and the Silent Ones all stood in stunned silence.

"_You are advised to stand aside, human," _the Silent Ones communed to Rick. _"This affair has been decided, and we must now render our judgment." _

"And what if I don't feel like moving?" Rick sneered at them. "Can't do much to me in my own mind, can you? That'd really screw up the tenets of the Sleepwalker race, wouldn't it?"

"_Rick, you must not-" _Sleepwalker started.

"No!" Rick refused, throwing off Sleepwalker's arm. "Killing Terren'sk isn't going to bring back Mom and Dad! Killing Terren'sk isn't going to stop Psyko if he ever comes back! Killing Terren'sk isn't going to protect Julia from Lightmaster, if he ever comes back! Killing Terren'sk won't do a damn thing for Sv'ara, or any of the other Sleepwalkers!"

_"Explain yourself, human," _the Silent Ones asked, and it seemed to Rick that they were less convinced than before.

"It happened, alright? My fusion with Terren'sk, Mom and Dad's deaths, all of it! It happened, and I wish to God it hadn't, but it did! There's nothing that'll change it, and it's a part of who I am now," he finished. "Besides, who's to say there isn't a way to break the bond? Kill Terren'sk, and you lose a warrior, you lose someone who's put his life on the line against Cobweb time and again, you lose someone who's saved who knows how many lives, both in the Mindscape and on Earth! Besides, you think of all the criminals he's iced, they're not going away on their own! Until you can return home," he turned to Sleepwalker, "we still need you."

The Silent Ones communed among themselves for several minutes more, as Sv'ara and Sleepwalker looked at Rick in astonishment.

_"Does the possibility of ending the fusion indeed exist?" _the Silent Ones finally asked Sleepwalker.

_"There remains a possibility, however faint and indistinct," _Sleepwalker replied. _"Upon my initial manifestation on Earth, my intention was to seek out the human scientist known as Reed Richards, so that I might find a way to return home. Subsequent circumstances prevented my arranging an encounter with Dr. Richards, not least of which was the destruction of my old Imaginator. With the creation of a new Imaginator to defeat and banish Cobweb, I now possess the opportunity to approach Dr. Richards once more. Perhaps through analysis of my Imaginator, and the energies I have imbued within it, he may find a way to break the fusion binding Rick and I to one another." _

The Silent Ones reflected on this for some time.

_"Your meritorious conduct both before and after your fusion with your human host, and the spirited defense presented by your host, both require further consideration that we had been originally prepared to accord," _the Silent Ones decided. _"The refusal of your human host to permit any harm to befall you shall preclude any permanent verdict on our part for the moment; indeed it is best for you to prevail upon Reed Richards for aid in finding a resolution to your current predicament, and then we may determine a suitable response upon your permanent return to the Mindscape." _

"But…come on!" Rick protested. "Terren'sk has suffered enough already! Don't you realize how lonely he must-"

_"Enough!" _Sleepwalker finally spoke up. _"The matter has been decided for the nonce! You have said your piece, Rick, and so I would ask that you desist from further interference!"_

"But…Sleepy…" Rick started.

_"With your permission," _Sleepwalker turned to the Silent Ones, _"I shall now depart, to make the appropriate arrangements with Dr. Richards through his friend Benjamin Grimm, with whom I have made an acquaintance in recent weeks." _

The Silent Ones nodded, and faded away as if they had never been there. Before Rick or Sv'ara could say anything, Sleepwalker passed into the human world through the portal, and was gone.

Sv'ara merely stared at Rick forlornly, before she too departed, returning to the Mindscape to resume her patrols.

_**

* * *

**_

Earlier that day…

"Bloody hell!" Harold Pruitt cursed in a fury, as he looked over the daily stock reports before they closed down for the holidays.

_A lousy twelve million, _he thought in a foul temper. _I ought to be due at least $30 million on these investments…_

He jumped in the air as his intercom system buzzed.

"What?!?" he barked at his secretary on the other end.

_"There's someone to see you, sir," _his secretary responded. _"He claims to be some sort of financial consultant, who can help you with your current money troubles." _

Pruitt was about to tell his secretary to dismiss this strange new visitor, but then he paused. He spoke into the intercom again.

"What's his name?" Pruitt demanded.

_"He calls himself Mr. Jyn, sir," _his secretary answered. _"Shall I send him away?" _

"No…no, send him in," Pruitt ordered. He had nothing to lose from listening to the man's pitch, after all-if nothing else, he could get a good laugh by having the bum thrown out by security if it turned out he was just a crank.

The visitor was not what Pruitt had expected. Remarkably tall at almost seven feet in height, clad in an impeccable grey and white suit, the man stepping into Harold Pruitt's office possessed dark, exotic looks, perhaps Turkish or Arabic in ancestry, with a long, narrow face, thick, tousled black hair, and a thin goatee and moustache. He carried himself with a smooth, self-assured demeanor that exuded confidence and style.

"You're this Mister Jyn fellow, I take it?" Pruitt asked, impressed by the man's brass.

"Indeed I am, sir," Mr. Jyn shook Pruitt's hand as he sat down. "I have recently been informed of your financial desires, and I wish to offer my services in improving your fortune."

Pruitt only raised an eyebrow in response.

"I assure you, Pruitt Enterprises is on a very healthy financial footing," he responded coldly. "I don't see how I need your help in improving its status."

"Certainly, your competence and skill have brought Pruitt Enterprises to where it stands today. Might I ask on how much Pruitt Enterprises stands to make on the reconstruction in Iraq, or in accessing the Latverian and Trans-Sabal markets?" Mr. Jyn smiled thinly.

Pruitt scowled, doing his best to restrain his anger even as he squirmed involuntarily.

"I-" he began.

"A pity that Simon Utrecht, Wilson Fisk, Norman Osborn and Sunset Bain obtained the most lucrative contracts beforehand," Mr. Jyn sighed. "As I understand it, it was the revenue from those contracts that allowed them to maintain their positions on the _Forbes 400," _Mr. Jyn continued, as his smile grew wider.

"Oh, so you think you're funny?" Pruitt shouted, rising from his chair. "You come into my office and make fun of me? Take your bullshit and get out of-"

"I have not come to insult you, Mr. Pruitt!" Mr. Jyn hastily reassured him. "No, my dear sir, I have come because I realize the true source of your difficulties-the jealousy of Mr. Fisk and his friends. I hate their brand of arrogant cronyism-it sickens and disgusts me. I have come to offer my aid, as one man of talent to another, so that we may attain our mutual goals."

Pruitt calmed almost at once.

"Our mutual goals…?"

"Precisely," Mr. Jyn continued, the wide smile never leaving his face. "We can enjoy a mutual profit from our association, wealth enough that the likes of Fisk, Osborn and Bain will be beside themselves with envy. With myself as a financial consultant, you can reach heights not yet attained!"

Pruitt's eyes narrowed.

"If you're such a hotshot, why haven't I heard of you before?" he demanded suspiciously.

"Because I prefer to work behind the scenes, Mr. Pruitt," Mr. Jyn responded smoothly, leaning back in his chair. "I have helped many souls in their meteoric rises, with only my own small salary as compensation. I assure you, as well, should you fail in any respect to obtain a return on your investments with me, I shall reimburse them at their full, entire value!" he continued, his eyes lighting up. "In such a way, you have nothing to lose."

"What's the catch?" Pruitt asked, his manner less sure than before.

"Simply that I be given free reign to operate as I see fit in the divestment of your funds and resources," Mr. Jyn replied. "I shall present you with appropriate reports at your request, but at other times I would prefer to act on my own."

Pruitt sat, considering Mr. Jyn's offer for several minutes.

"…Let's see how you do with a trial run," he finally offered.

Mr. Jyn's smile grew all the wider.

* * *

Sleepwalker's mind whirled as he emerged from Rick's New York apartment and flew towards Four Freedoms Plaza. Images of everyone from Rick to Sv'ara to Julia to Cobweb and Psyko flashed before his eyes, as a continuous, low-key buzzing rang in his ears. He felt as if he was in a human dream, floating aimlessly towards the home of the Fantastic Four-he could not quite remember why-

He thought briefly of knocking on the windows of the Four's laboratory, but quickly realized that Reed Richards' defenses would destroy him in an instant if he tried something so foolish. Instead, he came down to ground level and entered into the lobby, wondering if there was some way he could let the Four know he was there. As it turned out, there was no problem-the desk clerk told Sleepwalker that Ben Grimm had put him on a list of special friends of the Four who could be let into the building without any difficulty.

The specially made elevator doors opened, and Benjamin J. Grimm, Aunt Petunia's favorite, ever-loving blue-eyed Thing, came into the lobby to greet Sleepwalker.

"Heya, Sleepy!" Ben grinned, vigorously shaking Sleepwalker's hand. "How ya been?"

_"These past weeks have been exceptionally tumultuous, to say the least," _Sleepwalker replied, forcing himself to concentrate. _"I am gratified that my arrival occurs when you are still awake, so that I might speak to you as soon as possible." _

"No need to be formal, Sleepy," Ben grinned, putting an arm around Sleepwalker as he led the alien back into the elevator. "Always glad to help a buddy. Speakin' a which, I heard from Wingfoot. Said 'e managed to get Ranark booted off the tribal council, and they're swingin' a deal with Fireheart Industries ta develop their oil. Had a big signin' with that Thomas Fireheart guy, looks like everythin'll swing alright for 'em."

_"That is indeed excellent news," _Sleepwalker smiled. _"I would most profoundly appreciate your consideration if you were to give Wyatt my regards when next you encounter him, as I will not likely be able to do the same should my discussion with Dr. Richards prove as fruitful as I hope." _

"Come on, just call him Stretch," Ben smiled as the elevator door opened and they made their way into Reed Richards' lab. The laboratory was filled with scientific wonders, but one of the strangest sights of all was that of a dignified man in his mid-thirties working on what appeared to be a large spaceship resembling something out of the _Star Wars _movies Sleepwalker had learned of from Rick's memories.

What was unusual about him was the impossible, elastic way his limbs stretched, as well as his remarkable dexterity, traits which had rightfully earned him the nickname Mr. Fantastic. Turning around at Ben's call, he greeted Sleepwalker with a very long, outstretched hand before the new arrivals could come in close. Reed advanced towards them as he shook Sleepwalker's hand, shortening his arm until it returned to a normal human length.

"It is a pleasure to meet you, my dear sir," Reed smiled. "Don't look so surprised at my being awake-this is almost the only time when I can get any research repair work done-you'd be surprised at just how much mayhem a son can cause during the day…"

"You ain't firm enough with Franklin, Stretcho," Ben rolled his eyes. "If'n I've told ya once, I've told ya a thousand times…"

"Yes, well…" Reed scratched the back of his head in embarrassment. "My wife Susan can control him better than I can, I admit," he chuckled. "Now, as I understand it, you desire to return to the Mindscape, and to break the bond you share with your human host, without his coming to harm?"

_"Precisely so," _responded Sleepwalker. _"All necessary arrangements have been made, so that you might undertake whatever investigations required to resolve our difficulty. I have received permission from my human host to provide you whatever information is needed, so long as it does not infringe upon his personal identity." _

"Of course," Reed nodded. "How long will you and your human host be in New York?"

_"My human host returns to Albany in three days," _Sleepwalker replied, _"and he has agreed to sleep at whatever time is most convenient to you so that I may explain the precise nature of our shared dilemma." _

"It will be my pleasure," Reed smiled, "but there is one favor I would like you to do for me in return."

Ben merely sighed and rolled his eyes.

"Tell me of the Mindscape, of the Sleepwalker race, all these things," Reed asked Sleepwalker. "Explain to me the precise nature of your fusion with the human host, the workings of your powers, and other such information as I may require, and I shall be most pleased to help you."

_"If that is what I must do, then I agree to your request. In that way, then, we may each mutually benefit from the expertise of the other," _Sleepwalker nodded.

"Don't matter who it is, ya gotta pump 'em for information, don't ya, Stretch?" Ben groaned half-humorously, slapping a hand across his eyes in exasperation.

(_**Next Issue:**_ Sleepwalker explains the mysteries of the Sleepwalker race and of the Mindscape to Reed Richards, in exchange for his help in finding a way to return to his home world. Darker problems lurk in the background, however, as Mr. Jyn continues to draw Harold Pruitt into a sinister web of intrigue! All this and more in _Sleepwalker #30: One Good Turn Deserves Another!)_


	32. One Good Turn Deserves Another

Four Freedoms Plaza glittered brightly in the December evening, the specially designed lights Reed Richard had installed flashing in a weaving multicolored pattern to resemble a giant Christmas tree. Rising over the city, the Plaza shined like a rainbow-hued beacon in the night, bathing the land in its glow for miles around.

It occurred to Sleepwalker, as he flew towards the beautiful building, that he had finally figured out just what he found so enchanting about such things as the lights of the city at night, or the shimmering stars in the darkened sky above. He found that they reminded him of the rainbow-colored skies of the Mindscape, and the minds that soared through it like shooting stars. When Rick had accompanied him back to the Mindscape, riding in his mind, Sleepwalker had noticed how beautiful Rick had found the place to be-in looking over New York at night, the alien of the Mindscape felt similar emotions.

"It's a pleasure to see you, my friend," Reed Richards smiled at Sleepwalker as the Thing brought him to the lab. "You are quite certain that you have no objections to my querying you on the nature of the Mindscape?"

_"By no means, if through our conversations you may discern a method to effect my return to my home dimension, and thereby redress the disruptions my human host has suffered in his daily existence," _Sleepwalker nodded.

"Don't forget, Stretcho, we ain't here just so ya can play Twenty Questions 'bout the Mindscape," the Thing rolled his eyes. "We's here to pay back Sleepy for what he did for Wyatt."

Reed blinked for a moment, before turning to the Thing in confusion.

"I…of course, Ben. Why would you need to ask me such a question?"

"…Never mind," the Thing sighed, rolling his eyes.

* * *

SLEEPWALKER #30

"ONE GOOD TURN DESERVES ANOTHER"

* * *

"Before we begin," Reed started as he motioned for Sleepwalker to sit down, "I would like to ask whether you might have some means of conveying the images of the Mindscape, and of its denizens?"

_"One of the manifold gifts bestowed upon my people is the ability to project images and illusions," _Sleepwalker shook his head, _"but in my particular circumstances I cannot do so without a continuous stream of mental energy to draw upon, which I lack when I manifest in the world of humans." _

"That won't be a problem," Reed smiled.

"Franklin?" he called out, as a bright-eyed young boy of five or six years old skipped into the room, looking at Sleepwalker curiously.

"Wow, Uncle Ben was right," the boy smiled. "You really do look cool!"

Behind Sleepwalker, the Thing just sighed and rolled his eyes once again.

_"You would have me draw upon the mental energy of a child?" _Sleepwalker balked. _"Such an action would be the very antithesis of my nature as a Sleepwalker-" _he stopped, before he overcame his initial shock.

Sensitive as he was to the presence of psychic and telepathic powers, Sleepwalker was staggered by the sheer mental power the little boy possessed, well beyond that of Jean Grey, or even Professor Xavier. To Sleepwalker, it was something almost tangible, clearly evident.

"Don't worry about that," Reed smiled. "Franklin's powers are truly remarkable. Besides, when I told him about your visit, he insisted on being there to learn about the Mindscape."

"Ain't no problem, Sleeps," the Thing chimed in. "Frankie's got more power'n he knows what ta do with."

"_If indeed there is no danger," _Sleepwalker nodded, _"then permit me to express my gratitude to young Franklin, and also to request that you commence your inquiry." _

"First off," Reed asked, "just what **is **the Mindscape? What role does it fulfill? I mean, I'm aware of the Dream Dimension occupied by Nightmare-is it the same place?"

"_Certainly not," _Sleepwalker scowled, as Franklin began imbuing him with mental energy and he proceeded to project an image of the Mindscape and its spectacular, fantastical landscape. _"To comprehend the nature of the Mindscape, you would do well to reflect upon the nature of the human body. The bodies of humans continuously process the food they eat, consuming it so as to allow their body to function. Should the body want for lack of food, its performance will continually diminish, until it is overtaken by starvation and death." _

The Thing only raised an eyebrow.

"_The human mind possesses little to distinguish it from the human body, in this respect," _Sleepwalker continued, _"for it too requires nourishment to be function in a proper manner, and it consumes mental energy to acquire the necessary sustenance. Such, then, is the role of the Mindscape; it is a dimension that borders upon the minds of all sentient beings throughout the multiverse, a dimension possessed of an infinite reserve of mental energy. When you sleep, your mind opens its connection to the Mindscape and begins drawing on the dimension's power. For all intents and purposes, it is 'feeding' itself by consuming mental energy, in a similar way that humans consume food to ensure the proper functioning of their bodies." _

"Fascinating," Reed smiled.

"_Consider too how your mind diminishes and is weakened by a lack of sleep. Lack of alertness, poor judgment, and much more are the effects of a privation of mental energy upon the human mind, which is in a sense suffering from starvation in the same manner that a human body will suffer should it go too long without what humans consider to be food." _

"So where do the Sleepwalkers fit into this?" Reed asked. "And how does the Mindscape relate to places like the Dream Dimension?"

"_Unbeknownst to the vast majority of the sentient peoples of this dimension," _Sleepwalker began, _"the Mindscape is home to many different entities, some of whom interact with the minds of humanity in a positive or negative fashion. Some will enter human minds as their natures dictate, and may act to restore or worsen the damage a mind has suffered. Creatures such as Iddoctors will act as best they can to mend the pain a mind may have suffered, while a Maskacre or other malevolent creature may exacerbate the suffering of a victim of trauma or grief. Those who may suffer from nightmares, for example, after an especially traumatic ordeal, may in fact have fallen victim to the presence of an evil entity within their mind, that feeds upon and worsens their suffering."_

"_Those beings who may enter your mind as necessary typically return to the Mindscape when next you sleep, as a mind is typically confining to a denizen of our dimension. In such cases, when a human awakens before the entity can return to its rightful dimension, it may induce sleep for however brief a moment, reopening the way to the Mindscape to pass through before the person awakens. A brief moment of drowsiness, or daydreaming, would be all that is needed for an entity to return home, without a human ever being aware of the entity's presence within their mind." _

"So what do the Sleepwalkers do?" Reed asked.

"_The Sleepwalker race is tasked specifically with defending the minds of humans and other sentient races from the incursions of predators and demons," _Sleepwalker replied. _"In my portion of the Mindscape, we may enter a human's mind in order to root out the monstrosities harming it, or to assist an Iddoctor, a Thirdye, or other benevolent creature in their endeavors. We are also the Mindscape's first line of defense against incursions from diabolic entities such as Mephisto, Nightmare, the Dweller-in-Darkness, or D'Spayre, and we have repeatedly clashed with demons from places such as Hell, the Dark Dimension, or the Realm of Madness when these creatures intrude upon the Mindscape." _

"So how does this relate to activities in the human world?" Reed wondered. "Does that mean that grief and madness, and all our gamut of emotions, are caused by activity in the Mindscape?"

"_Quite often, events in the Mindscape and the human world proceed independently of one another. In other instances, they will function in collusion with one another-while a Sleepwalker may struggle in the mental plane to free a human from demonic possession, a priest in the human world performs an exorcism, and both are strengthened, often unknowingly aiding one another in their tasks. On other occasions, however, the actions of one world do not always manifest within the other; many humans, from what I have witnessed, suffer from insanity, sadism, or evil of their own accord, without interference from the Mindscape. A person who claims to have voices in their head telling them to kill may be suffering from the influence of a demon of the Mindscape, or may simply be manifesting their own insanity; it is difficult to determine save on an individual basis. Humans may recover from mental trauma without the aid of a denizen of the Mindscape, or the Sleepwalkers may thwart a demonic incursion from the Dark Dimension, or a plan of the Shadow King, without the inhabitants of this dimension being ever the wiser." _

"So the Sleepwalkers are essentially a race of warriors and protectors?" Reed asked.

"_Precisely so," _Sleepwalker nodded.

"And what are the Sleepwalkers like? What kind of abilities do you have?"

"_A Sleepwalker will range from six to seven and a half of the unit of measurement you humans consider a 'foot' in height, and approximately one hundred and fifty to three hundred pounds. We possess long limbs and very gaunt frames, round heads, and purple compound eyes akin to those of an Earthly insect. By the chronological standards of the human race, my people live for nine centuries, and we possess an extremely high birthrate, becoming fertile at the age of three and being able to conceive children for centuries at a time, only losing our ability to give birth in the last decade of our lifespan. As may be imagined, the Sleepwalker race is one of the most populous in all the multiverse, but in truth such extremely high populations are requisite, owing to the vastness and breadth of the Mindscape, and the unfortunate consequence that many of our race die in battle against the horrors of the Mindscape and beyond." _

"Fascinating," Reed scratched his chin, keenly interested at the projections Sleepwalker continued to make. "You have variations in height and weight, I notice, in a similar manner as our race…but do you have ethnic groups or other ethnicities, in the sense that we do on Earth? Humanity is all one species, but we've developed different genetic tendencies from one place to another."

"_The Sleepwalker race does not organize itself into nations or clanlike organizations, and so we do not maintain ethnic identities in the same manner as does humanity," _Sleepwalker shook his head. _"Nevertheless, the circumstances Sleepwalkers face in different regions of the Mindscape do indeed affect our tendencies to some extent."_

"_From what I have come to understand through my experiences both in the Mindscape and on Earth," _Sleepwalker continued, _"you are an expert in cross-dimensional travel. I would not be presumptuous in asserting that you are aware of the manifold alien races who also occupy this dimension, or the circumstances of how their minds touch upon the Mindscape as well, but I am uncertain as to your awareness of the realization that the Earth we dwell upon is but one of many alternate versions. The different versions of Earth are manifold, each with their own subtle variations and differences in how the Mindscape relates to them. The minds of this version of Earth will differ in subtle ways from the minds of an alternate counterpart. I may be able to induce somnolence in my human host so that I may emerge from his mind as necessary, but a Sleepwalker who attempted such a thing in the mind of a human from an alternate Earth would risk causing serious and possibly irreparable harm to that mind." _

Reed's eyes lit up, as a wide smile spread across his face.

"_Through the lore I have acquired in my training as a warrior of the Mindscape," _Sleepwalker noted, _"I have come to understand, for example, that other Sleepwalkers have sworn a solemn oath never to enter the minds of the humans they protect, for the variations in that part of the Mindscape mean that the presence of a foreign entity could cause irreversible harm to the mind. In a similar manner, the powers and abilities of these Sleepwalkers differ from my own-they may be weakened by physical flight, for example, only regaining their full strength when they do not levitate, or they may have the ability to project images without an external source of mental energy, a tendency in which I myself am found wanting. They may also possess a greater ocular capacity in the sense that they may see over a greater distance than the Sleepwalkers who dwell within my portion of the Mindscape," _Sleepwalker finally finished.

"We know about the presence of alternate Earths," Reed finally nodded, as Sleepwalker finished. "Remember that little trip to the Time Variance Authority, Ben?"

"Why'd ya have to go and mention that, Stretch?" Ben groaned, slapping his forehead in annoyance. "The rest'a that week is sumthin' I'd like ta forget."

* * *

"You wanted to see me, Mr. Jyn?" Harold Pruitt stated, coming into the modest office Mr. Jyn had taken for himself when Pruitt hired him.

"Yes, Mr. Pruitt," Mr. Jyn smiled, handing his boss a file folder. "I have some profit projections here that you may find interesting. All the deal requires is your official signature for the deal to be completed…"

"You got us a cut rate on industrial-grade diamonds?" Pruitt smiled as he glanced over the contract. "This'll save us a fortune! Where are we getting them?"

"Azania offered quite a lucrative deal," Mr. Jyn said nonchalantly, typing away at his computer. "It's been getting rather more difficult for them to export many of their resources, particularly since Wakanda has increased its economic pressure."

Pruitt looked up from the contract.

Azania was a small African country known primarily for three things: its repressive apartheid regime; its ongoing clashes with the neighboring nation of Wakanda and its king, the superhero known as the Black Panther; and its continued involvement in the trade of "blood diamonds", diamonds often sold by repressive African regimes and warlords to finance their hold on power.

"Their diamonds are the highest quality," Mr. Jyn reassured Pruitt, turning away from his computer. "The Azanians will do the processing themselves, and export them without difficulty. Indeed, that is the beauty of the deal-we will save a tremendous amount of money in processing costs, and of course no one will be the wiser," Mr. Jyn smiled, a twinkle in his eyes.

Pruitt paused for a moment, before he opened his mouth to say something, and then reconsidered. Finally, he spoke again.

"This is most impressive…but how did you arrange it in the first place?" Pruitt wondered.

"Oh, it's just my special brand of magic," Mr. Jyn chuckled. "I have a…talent for organizing these things," he laughed, his smile growing wider. "Do I have your permission to continue?"

Pruitt stared at the contract for several minutes, before rubbing his face and frowning.

"Needless to say, Azania also guarantees the company a certain percentage of any vibranium they might obtain," Mr. Jyn continued, returning to his work on the computer. "I hear that it's trading for $175 an ounce at the moment…"

A wide grin suddenly broke out on Harold Pruitt's face, as he signed the papers.

"Good work, Jyn," he smiled, before putting the papers back on Mr. Jyn's desk and exiting the room. "Keep it up!"

Mr. Jyn only continued typing at the computer, as his smile grew ever wider.

* * *

"So you possess no industry, no nations, no art, no music, nothing like that?" Reed asked Sleepwalker in astonishment. "What do you do with all your time, then?"

_"Our race exists for the sole purpose of the protection of the innocent and the defense of the Mindscape," _Sleepwalker replied. _"We undertake no endeavor or initiative as individuals or as a people that does not serve as a means to these ends. We will procreate, tend to our children and train them in the lore of the Mindscape and the use of their powers, commune with the Silent Ones as necessary, and patrol the Mindscape and the minds of humanity in general. Our existence is therefore purely of a utilitarian nature; while many among humanity may view such a life as unpleasant for manifold reasons, it must be recalled that we are not human, and therefore do not share the human perspective on the nature and meaning of existence. It is an endless, dangerous task, but it is one which gives meaning to my existence as a Sleepwalker." _

"…Wow," was all the Thing could say when Sleepwalker finished. "That's why ya took ta fightin' crime in our world, ain't it? Next best thing ya could do t'fightin' them alien baddies in the Mindscape?"

_"Indeed," _Sleepwalker noted grimly. _"It is only through undertaking such an initiative that my life has been able to receive meaning and justification since my entrapment within the mind of my human host." _

"So, what is the biology of the Sleepwalker race like?" Reed asked after a few moments. "What do you eat, for example?"

_"As a Sleepwalker, I consume mental energy as sustenance," _Sleepwalker replied. _"Its absorption stimulates and nourishes my body, while simultaneously triggering a nascent healing factor that restores any injuries I may suffer. As the Mindscape is possessed of an infinite supply of mental energy, all Sleepwalkers are blessed thereby with a healing factor upon their native plane, and need never fear perishing through starvation."_

_"I too would possess a healing factor," _the alien continued, _"save that when I manifest upon this plane of existence I lack a continuous supply of mental energy. I must therefore periodically return to my human host's mind and use his connection to the Mindscape to draw extra energy for myself, so that I might rest and recover from whatever injuries I may suffer in battle. My host is in no danger when I do so-I possess sufficient skill to draw further energy from the Mindscape to restore myself without bringing him harm." _

"How does that relate to the 'warp vision' your race possesses?" Reed wondered, eagerly jotting down notes, as Ben briefly left to fetch a large steel framework, which he set down near Sleepwalker.

_"A Sleepwalker's warp vision is, in many ways, an extension of his will," _Sleepwalker answered, as he began warping the large steel framework. _"The energies we emit permit us to manipulate and alter both the physical shape and even the physical characteristics of inanimate objects as we see fit, and even to affect certain objects, or parts of an object, while leaving others unchanged. Living entities caught in the path of a Sleepwalker's warp beams may thus be unaffected while the objects around them are reshaped." _

"Molecular manipulation and telekinesis…" Reed gasped, his eyes shining brightly as Sleepwalker repeatedly twisted the metal framework, alternately making it elastic, brittle or as hard as adamantium in strength. "This…this is amazing…"

_"A Sleepwalker's warp beams may, in certain extreme circumstances, be directed upon living entities, habitually those demonic creatures of the Mindscape whose confrontation is our trust. Our warp beams cause them physical damage, weakening them so that they may be captured by our Imaginators. In a similar fashion, our warp vision may also be used to incapacitate demons from Hell, the Dream Dimension, and other similar realms of the supernatural, before we banish them with our Imaginators." _

"Imaginators?" Reed asked, as Franklin got bored and nodded off to sleep, although he continued to provide Sleepwalker with mental energy.

_"When we have access to a continuous source of mental energy, such as the Mindscape itself," _Sleepwalker replied, _"we may create many different objects to assist us in battling the evils of our home dimension. The mindrakes, for example, serve as weapons that may damage the integrity of a creature of the mental plane without killing it, therefore making it more vulnerable to our Imaginators. These badgelike devices are used by Sleepwalkers to banish and imprison creatures that we capture when they attempt to violate the mind of a sleeping person."_

"So all these devices are created by your personal energies?" Reed asked, and Sleepwalker nodded.

_"And thus we arrive at the principal difficulty for which I have come to seek your aid," _Sleepwalker sighed, as he removed his Imaginator from his chest and handed it to Reed. _"My old Imaginator was created by my own personal energies, before it was corrupted by one of my enemies and used against me. The use of a Sleepwalker's own personal energies, corrupted by an evil taint, to imprison him is an experience heretofore unknown in the Mindscape, and its effects have been most revelatory and extraordinary."_

_"I have become imprisoned in the mind of my human host, prevented by the energies of my old Imaginator from returning to the Mindscape. Simultaneously, my nature as a Sleepwalker means that I am able to use the portals present in the human mind; as my energies have been altered in a subtle but certain manner, creating a second portal that allows me to manifest within the human world. When my human host sleeps, I may use the portals that open within his mind to cross into Earth, and when those barriers close, the nature of my fusion to his consciousness means that I must return to his mind." _

"So, then, your new Imaginator may be the key to your return home?" Reed asked, examining the badge-sized device with curiosity.

_"At present, I can fathom no other solution," _Sleepwalker nodded. _"The nature of my fusion with the consciousness of my human host is derived from my corrupted energies of my old Imaginator. Perhaps, through analysis of my current device, you may determine a manner by which the fusion may be sundered and I shall be at liberty to return to the Mindscape." _

"I'll get on it right away," Reed promised as he walked over and placed the Imaginator in a specially made analytical device. "How will we be able to contact you?"

_"Once the ceremonial times for the holiday humanity knows as Christmas have passed, my human host shall return to New York," _Sleepwalker replied as he turned to go. _"Until such time, I shall express to you both my most profound wishes for an enjoyable Christmas and Hannukah, as they have been named by human civilization." _

"Hey, hold on, Sleepy!" the Thing protested, grabbing Sleepwalker by the shoulder. "So ya aren't takin' any time off or anythin' like that?"

_"It is unbecoming of my duty as a Sleepwalker to abandon my duties, even as humanity reposes from its labors and celebrates the coming of a new year," _the alien shook his head. _"The responsibility of my race is that of eternal vigilance without cease." _

"Bull," the Thing smiled. "Wyatt's comin' over after New Year's, gonna come out fer a visit. Why don't ya do th' same? Bet Wyatt'd be happy ta see ya again…'sides, what'if that Hellrazor prick shows up again? Betcha we could use yer help," Ben Grimm smiled.

_"Permit me to express my most profound appreciation," _Sleepwalker smiled as he shook Ben's and Reed's hands. _"Both my human host and myself will not forget your endeavors on our behalf." _

"Ah, no big deal, Sleeps," Ben chuckled as Reed deactivated the security systems for Sleepwalker's departure. "Ye're a friend, ain'tcha?"

Sleepwalker paused for a moment, merely looking back at Ben in astonishment, before he nodded and flew off into the night.

* * *

The next evening, Rick smiled as he watched Alyssa masterfully spin and twirl through the steps of the ballet _Sleeping Beauty_, expressing the choreography for Princess Aurora with such skill that it seemed as if she had been blessed by the fairies themselves. As she completed her final pas de deux with the male dancer who played Florimund, the audience got to its feet and erupted in thunderous applause, Rick joining in, as Alyssa and the rest of the dancers took their bows.

To his surprise, Rick bumped into Peter Parker as they both headed backstage.

"Here to congratulate the girlfriend too?" Rick grinned, noticing the bouquet Peter carried in his hands.

"It's either this, or Gwen has my butt in a sling," Peter chuckled. "Besides, you're no different," he continued drily, gesturing to Rick's own bouquet of flowers.

"At least you won't have to spend the rest of the night hearing Alyssa go on…and on…and on…about how good she was," Rick rolled his eyes, before the two men burst into laughter as they met Gwen and Alyssa emerging from the dressing room.

"What's so funny?" Alyssa wondered, raising an eyebrow at Peter and Rick, before narrowing her eyes as she noticed Rick's guilty look.

"What were you two laughing about?" she asked slowly, as Gwen giggled at the nervous looks on Peter's and Rick's faces.

"Would you believe about how lucky I am to be able to hear you describe your performance when we get home?" Rick babbled, fumbling for a response as Peter slapped his face and grimaced.

"Nice try," Alyssa replied, folding her arms and pursing her lips. "Just for that, I really **am **going to make you listen to how good I was for the rest of the night!"

Rick could only look helplessly at Peter and Gwen, who both tried to restrain their giggles, before he sighed helplessly.

"…Yes, dear," he said in resignation.

(_**Next Issue:**_ Rick Sheridan prepares to celebrate Christmas and New Year's Eve with his friends and family in Albany, as his relationship with Alyssa Conover continues to develop. The year 2007 brings a frightening new danger, however, as Sleepwalker finds himself confronted with the maniacal being known as Fever Pitch! All this and more in _Sleepwalker #31: Light My Fire!)_


	33. Abandon Hope, All Ye Who Enter Here

She stared out into the darkness, unbothered by the howls of the wind or the pitch blackness of the night that seemed to shift as if it had a mind of its own.

On nights like this, the woman realized, especially in a place like this, there seemed to lurk a strange, unnerving feeling, waiting and watching in the background. There was something **wrong **about nights like these, disturbing and unknown, that seemed to follow its victims like a tangible presence, stalking them soundlessly, never there when they turned around, never quite visible, although it always lurked in the back of their minds.

Such realizations would have disturbed most people, but the woman in question was Doctor Karla Sofen, psychiatrist in residence at the Ravencroft Institute for the Criminally Insane. Located in the Massachusetts countryside on the border with New York State, well away from the residential areas, the Institute housed some of the most perverted, sadistic, and dangerous criminals in the country, especially those supervillains captured by New York's heroes. Dr. Sofen was one of the mental health professionals tasked with attempting to decipher the often crazed, disturbed and very ill residents of the Institute, treating their mental illnesses in an attempt to cure them.

Most of the psychiatrists on Ravencroft's staff were austere, middle-aged professionals who were guarded in their responses and typically conventional in their treatment, but Dr. Sofen was quite different. Her beautiful face and golden hair, as well as her comparatively young age, usually surprised patients and staff alike when they met her for the first time. Few of the Institute's residents were used to dealing with a professional of Dr. Sofen's appearance, and were frequently more apt to open up to her and speak more freely, a tendency Dr. Sofen quite readily used to her advantage.

Turning away from the window at the sound of a burst of sobbing, Dr. Sofen stared impassively at the nearest cell door, raising an eyebrow at the sound of Typhoid Mary screaming from within. Mary's crying prompted Dr. Sofen to check her watch-her shift had just begun.

It was time to go to work.

* * *

SLEEPWALKER/SPIDER-WOMAN HALLOWEEN SPECIAL

"ABANDON HOPE, ALL YE WHO ENTER HERE"

* * *

Dr. Sofen was admitted to the cell of her first patient for the evening, who did not stir as she entered his cell, followed by a pair of large, powerfully built orderlies. To an observer, it would seem as if the orderlies were quite unnecessary, as the cell's inhabitant seemed quite harmless, thin and frail as he was. Clad in a straitjacket and kept blindfolded at all times, he did not move for hours at a time.

Eventually, however, the orderlies removed his blindfold and straitjacket to reveal a chilling sight. The patient was a frail young man, almost skeletally thin, with ink-black hair that sprouted from his skull in thinning patches. His dead-white skin was stretched over his bones, seeming as if it would tear any time he bent his joints. The young man walked with a strange, shambling gait resembling a marionette, and it appeared as if his bones would rattle as they walked. His eyes were like those of a dead thing, black pits sunk into the back of his skull, alternately simmering or blazing with their own inner fires.

"And how are you today, Mr. Gruber?" Dr. Sofen addressed the young man as he sat down in a chair opposite her.

"I would prefer to be addressed as the Bookworm," Nelson Gruber said flatly, staring intently at Dr. Sofen, his eyes wide open and glowing brightly.

If Dr. Sofen was the least bit unnerved by the Bookworm's staring at her, she did not show it.

"You did not answer my question," she responded.

"Akin to Heracles, upon being deprived of kingdom, of love, of hope before the beginning of the Labors," the Bookworm stated coldly. "Lost and adrift, like Odysseus, with no end in sight to my travails or ever a hope of seeing my beloved again. Kept in darkness, restrained against my will, imprisoned in a hellish castle by those I thought nearest and most beloved to me, in the same fashion as Monte Cristo. Thirsting for vengeance against the demon that took from me my light, my existence, all I held dear, in a similar manner as Beowulf."

Dr. Sofen wrote something down in her notebook, as the two orderlies looked at each other, each wondering at the extent of the Bookworm's insanity.

"Need I remind you that you are blindfolded to keep you from reading anything you may write, whether it be in your blood, or anything carved into the padding of your cell, and that your arms are restrained to keep you from writing?" Dr. Sofen calmly reminded him. Despite his name, the Bookworm did not actually need a book for his powers to function, as simply being able to read writing on the wall or in a dirt floor would suffice for his purposes. Kept restrained, blindfolded, and barely able to move, the Bookworm was prevented from reading at all, save when Dr. Sofen or another specialist came to see him.

"Here you are queen, are you not? Or perhaps a duchess?" the Bookworm narrowed his eyes, which ceased shimmering and began to smolder instead. "One of several lords and ladies of the manor, with all power within your hands?"

"And you were a king before your capture by Sleepwalker, were you not?" Dr. Sofen stated as much as asked. "You had your little kingdom, over which you were master and ruler, and now you've lost it all, imprisoned and punished, your fate in the hands of another?" Dr. Sofen began, raising an eyebrow.

The Bookworm's eyes flared with rage and he stood up, as the orderlies stepped forward. Eventually, however, he shuddered and sank back into his chair, putting his face in his hands.

"Nonetheless, your powers, your abilities to make fantasy into reality, to take back control and make it your own, suit you very well, it would seem," Dr. Sofen noted, writing in her notebook once more. "They provide an essential outlet for you."

"And you propose to offer me succor with your analysis?" the Bookworm finally asked, rousing himself after several minutes of sitting in silence.

"I'm making observations," Dr. Sofen said calmly without looking up. "Including, may I say, that your victimization at the hands of the bullies who tormented you as a child provided the locus for your…subsequent actions to this point."

The Bookworm flinched visibly, staring daggers at Dr. Sofen.

"To be entirely at the mercy of someone else, to have them exert power over you, to have them take control of your very life...such experiences can be exceedingly traumatic. Hence, then, your seeking of power, and the uses to which you put your paranormal abilities. Is this, then, why you refer to yourself as king and ruler, indeed master of life and death, always attempting to expand your control?"

"And what is the purpose of this observation?" the Bookworm hissed, barely controlled rage creeping into his voice.

"An academic interest," Dr. Sofen replied, closing her notebook as she stood up, nodding for the orderlies to put the Bookworm back into his straitjacket and blindfold. "I had always wanted to analyze Eric Harris and Dylan Klebold, but my alternate studies here at Ravenscroft have proven just as fruitful, in more ways than one."

After binding the Bookworm, the orderlies followed Dr. Sofen back into the asylum's hallway, shutting the Bookworm in his cell, back into darkness.

The next cell that Dr. Sofen and her orderlies visited contained a powerfully built black man in his early thirties, with closely cut black hair and bright brown eyes. His arms were manacled with the special restraints, created by Stark Enterprises based on one of Reed Richards' early inventions, used to block out the abilities of the super-powered criminals who were made to wear them. While supervillains with no special powers could be incarcerated in a typical prison such as Attica, villains that possessed actual superhuman abilities needed special restraints to keep from using their powers to escape from prison.

The black man stood up and grinned widely as Dr. Sofen entered the room, pulling up a chair to sit down across from him. He gave a loud wolf whistle, and growled out loud as she faced him.

"Hello, hot pants!" the man leered in a Texas accent, before his face shifted to an expression of disgust and embarrassment.

"What the devil is the matter with you, Ernie?" he suddenly snapped, shifting his voice to a refined, intellectual voice. "Your disgusting manners degrade us all! Surely you could claim to be a Southern gentleman, and afford this lady the proper respect she merits!"

"You **do **realize that Ernie isn't a gentleman, don't you Ray?" the man suddenly switched his voice to a Hispanic accent, rolling his eyes and laughing. "Remember when we were stationed in Germany? He kept some of those brothels in business all by himself!"

"Shut up, all of you!" the man suddenly barked, his voice taking on a hard New York accent. "Ray'll do the talking," the man explained to Dr. Sofen.

"Hence why you are referred to as the Chain Gang," Dr. Sofen nodded. "Four 'linked' personalities, all sharing one mind, voice and body."

"Due to exceptionally unfortunate circumstances," the Chain Gang sighed in his 'Ray' voice. "Our various indiscretions led us to be surreptitiously experimented on by our government, and when our powers at first failed to manifest, we were dishonorably discharged and cast aside like so much refuse, hated and spat upon when we returned to our homeland."

"And that is why you pursued a life of crime when your superhuman abilities first manifested?" Dr. Sofen asked, her look thoughtful and pensive.

"You ever read the book _First Blood, _lady?" the Chain Gang muttered, switching to his Hispanic voice again.

"Hector-" the Chain Gang tried to stop himself in his Ray voice.

"Shut up!" Hector hissed. "You ever read the book?" Hector continued.

"I can't say that I have," Dr. Sofen shook her head. "Why do you ask?"

"Don't be fooled by those _Rambo _movies," Hector snickered, a cynical half-grin crossing the Chain Gang's face. "They throw shit at you, call you a baby-killer…can't get a job parking cars in this fucking city…this from people who're never at risk of getting their heads blown off. Mind telling me how else we're supposed to make a living?"

"The fight isn't over!" the Chain Gang suddenly shouted, his voice shifting to the "Ernie" personality. "You think we can just turn it off, like a fucking switch? We were gods, and then we were reduced to digging through garbage like rats! **Rats!**"

"That's when our powers kicked in," the Chain Gang immediately calmed, as his strong, decisive New York voice kicked in. "I was the only one who survived, I got the powers-to press thirty tons, to teleport anything I touched, to drain the life and energy out of anything I got my hands on, to control almost any type of energy and energy signals I wanted…that's all we got left," Willis Hayworth said darkly. "It's all we can do, you know, but we set the tone this time. You fuck with us, you better be ready for a war."

"Sleepwalker was the first one to do it," Hector laughed. "Hell, anyone, Spider-Man, Wolverine, the Ghost Rider…that's the great thing about the world we live in…there's a new enemy, a new war around every corner, more booty to take...in more ways than one, if you get my drift," he sniggered.

"Must **I **be the only civilized one here?" Ray sighed.

"How fascinating," Dr. Sofen said after listening to the Chain Gang's four voices converse. "This violence, which has led to the circumstances whereby you acquired your abilities, has come to define your whole life. You are attached only to your comrades in arms, and have come to define everyone around you as the enemy, save for the only men you felt you could trust."

"Hey, we're still alive, lady!" Hector protested. "Well…more or less, at any rate," he grinned. "I suppose we're lucky we ended up with Willis's body-he was the good-looking one anyway."

"And besides, we don't need to see you as the enemy," the Chain Gang grinned in his 'Ernie' voice. "You're a doctor…you make house calls?"

"For fuck's sakes Ernie, will you just shut the hell up?" Willis yelled. "Look, lady, you really think you're gonna cure us?"

"I think many things," Dr. Sofen replied enigmatically. "Suffice it to say that your experiences, and your reasons for your becoming a supervillain, have proven to be of the highest interest in my…research."

"Research?" the Chain Gang asked suspiciously in his Willis voice.

"I hope to publish my findings very shortly," Dr. Sofen said matter-of-factly as she stood up to leave, her orderlies following her as they locked the Chain Gang back in his cell.

After leaving the Chain Gang alone, Dr. Sofen proceeded to visit several more of her patients, chatting with them briefly in the daily visits she was prescribed to make, going further and further into the asylum with each new visit.

Finishing with her regular duties, she dismissed her orderlies and walked slowly towards an elevator at the rear of the hospital, passing through a number of security checkpoints by showing several different forms of identification. Retinal scans, handprints, personalized security code entries and more, all supervised by heavily armed Guardsmen in suits of powered combat armor, were passed through by Dr. Sofen as she finally came to a heavily guarded and reinforced security elevator of titanium steel, entering into it and typing in a top secret security code that took her down into a secret basement of the asylum.

Somehow, Dr. Sofen knew that the wind had picked up outside, howling as if in agony and in pain.

* * *

The basement was constructed of solid reinforced concrete, adamantium and titanium steel, with a thick layer of vibranium to insulate against the energy abilities and kinetic powers many of the residents possessed. This basement, heavily guarded by Guardsmen at every checkpoint, was the maximum-security wing of the asylum, where the most dangerous, horrific villains were kept. Residents here included the sentient electrical field ZZZAX, the gamma-spawned monstrosity known as the Abomination, the hired assassin known as Sabertooth, and the serial killer known as Blackout, as well as many of the more mundane, but no less evil, criminals and murderers. No expense had been spared in keeping these monsters under lock and key, away from those they would harm.

Dr. Sofen headed for one particular cell, kept behind a seven-foot-thick steel door that would make most bank vaults look flimsy, flashing her ID to the Guardsmen standing watch as they opened the door to let her in. The inside of the cell, like all the others, was heavily padded and reinforced to prevent escape attempts.

The cell's lone resident was bound with heavy titanium and adamantium chains, securely bolted to the floor and fastened in such a way so as to make it almost impossible for the prisoner to move. With his arms and legs pulled behind him in an exceedingly awkward-looking and painful fashion, the prisoner was kept twenty-four hours a day in a stance that would have been excruciating for most humans…except that the authorities weren't even sure if this thing could be called human at all.

His wild orange hair, bone-white skin, wide, skull-like face, insane green eyes, greenish teeth as long as a man's finger, the fin-like growths on the side of his head, the twin lengths of bone sprouting a series of vicious-looking spikes across his torso and down his back, and the smaller spikes and thorns sprouting from every part of his body all contributed to his ghoulish, inhuman appearance. The entity known as Psyko, defeated by the superhero known as Sleepwalker some weeks before in a battle that raged across New York City, had been kept confined in this cell without even a trial, so dangerously uncertain were the authorities of even what the thing was and what it could do. None of the other psychiatrists would even go near it, even with the special power-blocking restraints fastened to it, until Dr. Sofen had recently volunteered to examine it.

"_Visitors at last!" _Psyko leered in a rasping, hissing voice as Dr. Sofen came into its cell. _"After the time I have spent with you all…following you…getting to know you…coming to understand you…coming to care for you…being your reflection…your past…your present…your…future?" _He laughed at this. _"At last, I am repaid for my kindness with the blessing of your presence." _

Dr. Sofen merely stared back at Psyko impassively.

"What are you?" she asked the thing in front of her.

"_I am what you see before you," _he smiled, exposing his fangs.

"And why are you here?" Dr. Sofen continued without missing a beat, writing something out. "What is it that motivated you to commit your crimes?"

"_Tell me, Doctor," _Psyko began. _"Are you aware of the monsters under the bed? Of the boogeyman, perhaps?" _

Dr. Sofen only raised an eyebrow.

"That is your response?" she asked. "And yes, I am quite aware of such phenomenon."

"_How does it feel, to be pursued by a stalker and realize that you'll never escape? That you are being watched, followed, no matter where you go, with nowhere to run and nowhere to hide? That your fears will always be able to seize you, no matter where you are? That, try as you might, you will not be able to escape me, and that you and I will always be together? That you cannot escape the violation that is to come, that I will always be able to find you?"_

"What are you asking, exactly?" Dr. Sofen wondered, raising her eyebrow.

"_Why do I exist? Why do you exist? Why do any of us exist?" _Psyko continued. _"Whether it be my prey, or my 'brother', the one who gives my life meaning and takes it away, all have asked these questions. Why do nightmares torment those who have suffered? Why do the innocent suffer from fear, paranoia and madness? I am all these things. I am you. I am everyone. That part of them they cannot acknowledge, the hidden fears, the nightmares they cannot escape. I am all these things and more…much, much more. I am part of a cycle that continues ever more…"_

"So you see yourself as bringing nightmares to people? Is this what you do with your power?" Dr. Sofen asked thoughtfully, as the Guardsmen behind her couldn't help but shudder.

"_I am the mirror of the soul, Doctor," _Psyko grinned. _"I see what is hidden, I expose it to the light. I see the evil within, the pain, the suffering and the horror. What else would I do with such…power?" _

"Power?" Dr. Sofen began.

"_The use of power fascinates me…some who have great powers do so to protect and aid others, others use them solely for personal gain, and still others actively spread misery and suffering. I see it all, I see it even now as I speak. What would any of us do with such power, if we were to attain it? I know what I am, I see it all around me…but why, then, do so many humans use their powers for what some call evil?" _

"And what led you to think these things?" Dr. Sofen wondered, writing intently in her notebook.

"_All time, in its passing, reveals the truth in turn," _Psyko rasped, before he began sniggering as his body convulsed, making his chains rattle loudly. _"My true face has come to be revealed, my gifts reveal the truth of all, most particularly my brother. I see everything, past present and future, all that will be life and death. Do you not see it, Doctor? See what these people have done with their power, what it has led to, and what it has caused?" _

"I know it quite well," Dr. Sofen replied, rubbing her chin in thought.

"_But is the quest for knowledge ever completed? Can we ever know all there truly is to know? Particularly when we have the capacity to bring the truth to light, to see those hidden truths for ourselves, the things no one could ever know?" _

Dr. Sofen stared intensely at Psyko for several minutes, before she finally spoke again.

"Well, that's certainly a lot to think over," she nodded. "You are, I must say, an interesting case."

Dr. Sofen and the guards soon left, sealing the cell and leaving Psyko alone in the dark once again.

The monster began to laugh, a chilling sound that echoed through the darkened cell and seemed to resonate through the whole of the asylum, searing into the minds of the listeners, sending chills down the spines of even the most hardened killers.

It was everywhere and nowhere, both heard more than sensed and sensed more than heard.

"_I'm coming for you…brother…" _Psyko whispered to himself.

* * *

Dr. Sofen remained silent and pensive as she continued her rounds with most of her other patients, before finally attending to the last item on her schedule, a new arrival being held in a previously vacant cell.

Arriving at the cell, Dr. Sofen nodded to the Guardsman standing outside.

"What's his name?" she asked brusquely.

"Lloyd Boch, codenamed Moonstone," the Guardsman stated, handing Dr. Sofen the police records. "Apparently he was some sort of terrorist that worked for the Red Skull, got beaten by Captain America, then the Skull tortured him for his failure. Cap rescued him, but by that point he was babbling like a moron and completely broken. Cap brought him here, said he was a danger to himself and others."

"I'll be the judge of that," Dr. Sofen stated as she looked through the files. "Let me in, then, and we'll take a look at him."

The man inside the padded and reinforced cell was clad in a standard prison uniform that seemed at least two sizes too big for him, with power-dampening manacles clamped on his wrists. Tall, fair-skinned and blue-eyed, the man's wild blonde hair and wild eyes, along with the dazed, swaying expression on his face, betrayed a victim of horrific tortures, even without the many ugly wounds on his body to serve as clear indicators of what the Skull had done to him.

Dr. Sofen's eyes widened somewhat, before she sat down, the blond-haired man staring ahead vacantly without even noticing that Dr. Sofen was there.

"Mr. Boch?" Dr. Sofen began gently.

The man, clearly Lloyd Boch, turned to regard Dr. Sofen, his eyes widening as he saw her for the first time.

"Are you…part of the Bone Machine?" he slurred, breaking into a cold sweat as he began trembling.

Dr. Sofen didn't even want to know what the "Bone Machine" was.

"No, I'm here to help you," she said soothingly, patting his arm gently, although he shuddered at the slightest touch. "You were brought here by Captain America, who rescued-"

"Oh Captain, my Captain!" Boch sang out loud, his eyes rolling up to look at the ceiling. "Got to get it off, got to get it off! Source of my pain, hurts so bad!"

"The source of your pain?" Dr. Sofen asked, her voice taking on a piercing, commanding tone. "Do you mean the Red Skull?"

"No! No! Nononononononononononononononono!" Boch babbled, even as a golden gleam of light flashed from underneath his prison clothes. He offered no resistance as Dr. Sofen reached out and pushed open his shirt, and glimpsed what appeared to be a pendant of pure gold hanging from his neck, before it immediately vanished.

"Pure gold…from the moon…the power…oh the power…but the pain…got to get it off!" Boch mumbled over and over again, as the pendant continued to appear and vanish.

Dr. Sofen was glad she had come in alone, as her eyes became fixated on the appearing and vanishing pendant.

"The pain," she said insistently. "Where did it come from?"

"Stole it…from the museum…" Boch muttered, brought into a trance by Dr. Sofen's clear, commanding voice. "Gave…the power…brought pain! Pain from the Hulk…tried to make a name for myself…hired by Red Skull…Captain America! Power brought pain again!" he droned, swaying back and forth slowly.

"I can help you," Dr. Sofen said slowly, her eyes shining brightly. "I can free you of the pain…"

"No!" Boch insisted, hysterics creeping into his voice again. "Pain won't come off! Can't let it go!"

"We'll find a way!" Dr. Sofen insisted. "Together, we'll find a way to get rid of the pain!"

"Help…please…" Boch muttered. "Don't want it…can't let it go…"

Dr. Sofen's eyes became fixed on the pendant as it appeared once again.

_**Evil is unspectacular and always human, and shares our bed and eats at our table.**_

**-W.H. Auden**


	34. Light My Fire!

"You seem kind of nervous," Alyssa noted, looking at Rick. "Is something the matter?"

Rick and Alyssa had returned to Albany for the holidays after _Sleeping Beauty _had run its course for the holidays, and they had finally taken care of their Christmas shopping. Weary after the events of the past several weeks, they eagerly looked forward to a restful holiday back in their hometown, where they could put their stresses and worries on hold, if only for a little while. They were on their way to the Conover home for a Christmas dinner, albeit a couple of days in advance, as Alyssa's family had insisted on meeting Rick.

"Well, you know, meeting the in-laws…" Rick started, laughing nervously.

"What, you think this is one of those TV shows where the parents always disapprove of whoever's dating their daughter?" Alyssa chuckled. "Trust me, Mom and Dad aren't like that. Besides, it's not like Dad ever needed to say anything to the guys I dated-one look at him, and they knew better than to try anything funny," she laughed, as Rick began shifting nervously and they pulled into the Conover home, a modest but cozy and intricately built Tudor-style bungalow in one of the suburbs on the edge of the city.

As Alyssa and Rick came up the front steps, the front door flew open to reveal a short middle-aged woman, who rather resembled a more mature version of Alyssa herself. Her hair was somewhat darker, cut in a tasteful and low-key style, but her eyes were no less bright and inviting as she embraced her daughter. Dressed in a warm sweater and ladies' slacks, her voice was no less warm and gentle than Alyssa's.

"It's so good to see you again, Aly," Eileen Conover smiled as she greeted her daughter. "It's been so lonely here, what with you off at Empire State and Sydney working in France…the only one to keep me company has been your father! Can you imagine what that's like?"

* * *

SLEEPWALKER #31

"LIGHT MY FIRE!"

* * *

Rick stepped into the house behind Alyssa, quietly removing his jacket and boots as Eileen and Alyssa conversed, and the rest of the Conover clan came into the foyer to greet their daughter. When Alyssa finished with Eileen, she moved off to greet her father and sister as Eileen turned to Rick. Much to his surprise, Rick found himself grabbed up in a hug as Eileen chattered away.

"Oh, Rick!" Eileen said with a sad smile. "You've grown up so fast…where does the time go these days?"

"It's good to see you, ma'am," Rick began hesitantly. "I-"

"None of this ma'am stuff, alright?" Eileen put her finger on his lips in the same way Alyssa had done to silence him. "As long as you're dating my daughter, you call me Eileen, you understand?"

Taken aback, Rick could only nod.

They turned to see Alyssa visiting excitedly with her sister Sydney and her father Elliot. Somewhat heavyset, with thick glasses, Sydney almost resembled a feminine version of Cyrus, albeit far better groomed and less irritable, while Elliot remained the same as he always had, a quiet, bearlike man with a solemn demeanor. His thick, dark beard and his powerfully muscled arms, built from years of construction work, enhanced his quiet, somber appearance.

"How's it going in France?" Alyssa was asking Sydney.

"It's been better," Sydney sighed. "This battle between the Avengers and that Doctor Doom character caused a lot of damage to the Pullery Ridge reefs off of Florida," she said grimly. "It's going to be a miracle if it manages to recover in the next few years..."

"Doctor Doom?" Alyssa asked incredulously.

"He was apparently trying to set up some sort of underwater spy network down there," Sydney grimaced, "to spy on American naval movements in the Gulf of Mexico. He began shredding the coral reefs in the process. The U.S. got wind of it, sent Captain America to investigate, and he called the Avengers for backup. The Avengers meant well, I know they did, but they couldn't stop Doom from…" she clenched her hands in frustration.

"Well, why don't you tell us about how the great white shark population is on the increase?" Eileen interrupted, before Sydney could continue her angry spiel.

Brightening almost immediately, Sydney began telling Alyssa of her efforts to get the various South American governments to extend their protections of the rays in and around their territorial waters, as she recounted her surprising successes.

As the Conover women continued their conversation, Elliot quietly came over and nodded at Rick, leading him into the wood-paneled den off to the side of the living room, before shutting the door behind them.

Unsure of what Elliot wanted, Rick looked around nervously, his eyes drifting towards the door, before Elliot made a gesture for him to sit down. Now thoroughly intimidated at Elliot's size, Rick could only obey, before shifting to confusion at the older man's first question.

"How are you handling it?" the large, powerfully muscled man asked him quietly, settling into a chair of his own.

"Handling it?" Rick replied. "What do you mean, sir?"

"That's Elliot to you," the older man reproached him, as a half-smile passed over his face. "And I'm asking about what…happened to your parents."

Rick wasn't sure what to reply.

"Well…I…"

"Come on, be honest," Elliot continued.

"…It still hurts," Rick said, "bad. I don't understand why it had to be me, you know? And with everything that's happened, from taking care of Mom and Dad's estates to trying to get my studies back on track, I haven't had much time to just take a break and catch my breath. If it wasn't for Alyssa, I might have gone crazy…"

Rick flinched involuntarily as he trailed off. Elliot just looked at him, before he smiled and chuckled a little.

"Why are you so nervous?" Elliot asked him. "You think I'm one of those overprotective dads who threatens to string up anyone who even thinks about dating his daughter?" he waved his hand dismissively. "Give me some credit-my daughters are old enough to make their own choices, and I know I can trust them."

"Thanks, I guess," Rick answered slowly, as he began to relax. "And like I was saying, without Alyssa I probably would have lost it."

"I know how you feel," Elliot sighed, leaning back in his chair. "If anything, she got that from her mother."

"What do you mean?" Rick asked curiously.

"Just that warmth, that empathy, that ability to cheer people up. To keep you going even when you feel like jumping off a cliff, and nothing seems like it's going right. If Alyssa's anything like her mother-and she is, trust me-she'll always be there for you if you treat her right, even when it seems like the shit's hit the fan. I know what I'm talking about," Elliot sighed.

"What do you mean?" Rick wondered.

"I'd rather not say," Elliot muttered. "Let's just say it runs in the family for Conover women to be there for their men when they need them the most."

Rick was about to say something else, when the door burst open.

"What on Earth are you two doing in here?" Eileen asked, looking from Rick to Elliot with a mock scowl on her face. "Do you expect us to make dinner all by ourselves?"

"We could use a little help, you know!" Alyssa replied, following her mother into the den with a rolling pin in her hand.

Rick and Elliot looked nervously at each other, and then at their women.

"Yes dear," they sighed in unison.

* * *

"Well, this is it," Kenny said proudly to Cyrus as they sat at his computer. "What do you think of my new webcomic?"

Cyrus merely took a drink from his pop as he glanced over the website.

"Why'd you decide to call it _Citizens for a Meg Griffin-free America?_" he wondered.

"Because I like seeing Meg Griffin suffer," Kenny laughed, indicating the comic's logo, a picture of Meg Griffin covered by a bar sinister. "Meg's misery is my happiness. As a result, Meg abuse will be one of the comic's running gags."

"That's all?" Cyrus wondered.

"Of course not," Kenny shook his head. "Like many good webcomics, this will also be a personal insight into my own views and opinions on a wide variety of topics. Here, have a look at my first comic…"

_"This court is now in session!" the judge proclaimed. "Seth McFarlane stands accused of plagiarism by Matt Groening, who accuses him of ripping off _The Simpsons _to create Family Guy. How do you plead, Mr. McFarlane?" _

_"Not guilty," McFarlane replied. _

_"That's bull, and I'm going to prove it!" Matt Groening shouted. "For my first witness, I call Seth McFarlane to the witness stand!"_

_"Now, Mr. McFarlane," Matt Groening said slowly, when the defendant was on the witness stand, "Is it not clear that Peter Griffin is a direct plagiarism of Homer Simpson, and that your show is a direct ripoff of mine?"_

_"No, it isn't," McFarlane replied. "For one thing, whereas Homer was just a well-meaning, bumbling oaf who only caused mayhem unintentionally, let the record show that Peter has often acted maliciously and very deliberately to cause harm and chaos, and actively left a path of destruction in his wake, whereas Homer Simpson's actions were more often the result of a lack of foresight." _

_"Yes, but-"_

_"And is it not clear, Mr. Groening, that Bart Simpson is an actively destructive ten-year old hooligan, while Chris Griffin is a dimwitted, socially awkward teenager? And is not Lisa Simpson a brilliant, overlooked child genius, while Meg Griffin is a hideous abomination with minimal intelligence, who deserves everything bad that happens to her? And is not Marge Simpson a stable and responsible family woman, while Lois Griffin is a neurotic nymphomaniac? And are not Maggie Simpson and Santa's Little Helper authentic replications of dogs and babies, while Stewie and Brian Griffin are high-minded intellectuals who act nothing like their supposed counterparts?"_

_"I…uh…that's all I can say, I guess…" Groening sighed, the wind clearly out of his sails. "I have no further questions or witnesses, Your Honor." _

_"And now, Your Honor, I would like to call Matt Groening to the stand!" McFarlane proclaimed. _

_"Mr. Groening," McFarlane said slowly, when Groening was on the witness stand, "is it not true that _Family Guy_ has always been based on lowbrow comedy and out-of-the-blue absurdist humor, while _The Simpsons _was originally based on extremely witty and clever television writing, with intelligence and warmth behind it?"_

_"Of course!" Groening shot back. _

_"And yet, is it not also the case that, in the late 1990s when _Family Guy _first appeared on the air, _The Simpsons _began degenerating into a sad, pathetic excuse of its former self, with idiotic out-of-the-blue jokes, Homer Simpson becoming a borderline sociopath who actively caused destruction, and in a sense sunk to plagiarizing _Family Guy, _abandoning its roots?"_

_"I…uh…" Groening mumbled, sweating profusely. _

_"And is it not true, Mr. Groening, that you have taken a giant shit all over your artistic legacy by not cancelling _The Simpsons _when it was still funny, before it degenerated into an unwatchable steaming pile, becoming one of the very worst shows on television?"_

_"I…I…oh God! It's true! It's all true!" Groening sobbed. _

_"You have destroyed your own creation, Mr. Groening, you have become the very thing you hated! You are a sellout, someone who placed more emphasis on making a trainload of money than on making funny, quality television!" McFarlane accused Groening, who began sobbing profusely. _

_"I…I can't help it…oh God, the money…I'm addicted!" _

_"I rest my case, Your Honor," McFarlane said contemptuously. _

_"This court finds in favor of Seth McFarlane, and also finds Matt Groening guilty of abandoning his artistic integrity and destroying one of the most beautiful things in television history by letting it stay on the air for a decade past its expiry date!" the judge proclaimed. _

"So, what do you think?" Kenny asked proudly.

Cyrus sat in silence for several minutes.

"…You really need a girlfriend, you know that?" he finally pointed out.

"Yeah, tell me something I don't know," Kenny rolled his eyes.

* * *

"I have to say, Mr. Jyn, I **am **impressed," Harold Pruitt was all smiles as he walked into his new assistant's office. "The way the money's coming in…you're a freaking magician!"

"Well, I work my own special brand of magic," Mr. Jyn said with a wide smile, as he looked up from his computer. "I trust that everything went well with the leaders of Azania?"

"Better than that," Pruitt grinned. "They even commissioned Pruitt Enterprises to provide them with the equipment they need for their Supermacist project!" he enthused.

"Supermacists?" Mr. Jyn asked, raising an eyebrow.

"Well, ever since the changes in Rhodesia and South Africa," Pruitt said matter-of-factly, "Azania has found itself under tremendous pressure. As various countries have begun employing their own superhuman champions, such as with Hercules in Greece, Thor in the Scandinavian countries, and Captain America here, the Azanians feel as though they ought to do the same. A lot of the old apartheid supporters fled to Azania, and brought their money with them. They're so hard up for support, they'll pay any price we quote them."

"And they've got connections," Mr. Jyn replied off-handedly. "They're doing a fair amount of power-brokering in Somalia, as I understand it. I've been in contact with one or two of the factions there, and they've placed a rather large order for some of our finished goods," he smiled. "And, of course, they've made a very generous offer."

"How do you do it, Jyn?" Pruitt wondered.

"Like I said before, I have my ways," Mr. Jyn smiled, his grin growing ever wider, until it seemed for a moment to almost take in his ears. "Oh, and I've been making plans for expanding your operations in a certain few countries."

"Which ones?" Pruitt asked, his eyes narrowing.

"The ones with the biggest pool of available workers," Mr. Jyn smiled. "You know, where children can still work."

Pruitt stopped dead for a moment, his jaw dropping in surprise.

"You…what?"

"Do I need to remind you of the savings?" Mr. Jyn looked up at him, his smile growing wider still. "It's all about the money, of course…"

"That damn Tony Stark," Pruitt muttered.

"I beg your pardon?" Mr. Jyn asked.

"That damn Tony Stark and the rest of those do-gooders are making it harder and harder for the rest of us to keep up!" Pruitt spat in disgust. "Stark, Richmond, Worthington, Braddock, all of them…" he grumbled, referring to Tony Stark, Kyle Richmond, Warren Worthington and Brian Braddock, the wealthy heads of several of Pruitt Industries' biggest rivals. "Norman Osborn was right-they're a pack of weaklings who're holding the rest of us back!"

"But they've made substantial fortunes," Mr. Jyn noted, raising an eyebrow.

"Oh, yes, certainly," Pruitt spat. "And what do they waste so much of it on? Charity bullshit and other sinkholes. They don't reach out the way you and I do, don't seize the new opportunities…"

Mr. Jyn only smiled.

"Speaking of which, the next round of Iraqi reconstruction contracts is coming up," he said smoothly, instantly getting Pruitt's attention. "That's a new opportunity, isn't it?"

"Except for that bastard Thomas Finster," Pruitt grumbled. "He's had it in for me ever since I backed his opponent in the last election. He'll block any attempt I make to get the money-"

"Oh no, he won't," Mr. Jyn offered a wide, bright grin, picking up a folder and handing it over to Harold Pruitt. "Tell him about the contents of this file…and I'm sure you can…'persuade' him to change his mind."

"How…how did you get this information?" Pruitt asked in amazement as he read through it. "With what's in here…I'll **own **Finster!"

"Like I said," Mr. Jyn smiled, as his eyes gleamed, "I have my own special brand of magic."

* * *

"See, I told you she was real!" Bobby Sheridan bragged to Rick and Alyssa as they entered into the Sheridan home. Standing beside him was a young blonde woman of modest attractiveness and clear brown eyes, almost as tall as Bobby himself, who greeted Alyssa and Rick with a polite smile of her own.

"I don't believe it!" Rick laughed. "She is real!" he grinned as the blonde only laughed.

"…Real?" Alyssa asked in confusion.

"Bobby kept bragging about how he finally got a steady girlfriend," Rick grinned. "We thought he was just making it up."

"No, I'm quite real," the blonde woman smiled, shaking Alyssa's and Rick's hands. "My name's Angela."

"You go to university too?" Alyssa asked her, as Leah and her boyfriend Phil, a tall, gangly fellow, came into the foyer to greet them.

"Law school, actually," Angela nodded. "I want to become a public defender."

"It's good to see you, Ricky," Leah hugged her brother and Alyssa in turn. "How was the drive back from New York?"

"The roads are terrible," Alyssa shook her head. "We were almost sideswiped by some idiot just as we were leaving New York City!" she said in disgust.

"Just be glad you weren't killed by a damn supervillain," Bobby snorted. "With all the lunatics in that town, I still don't understand why you guys wanted to go there."

"Empire State has a really good English department," Rick said, rolling his eyes. "And besides, everyone else was going there, and-"

"Guys, come on!" Leah intervened. "Can't you just calm down?"

"Is something the matter?" Leah's fiancé Phil, who had remained silent all this time, whispered to Alyssa.

"It's complicated," Alyssa shook her head. "Leah can probably tell you more about it than I can."

Phil merely looked back with concern at the looks Rick and Bobby gave each other.

* * *

"We got some more bills to deal with," Bobby said to Rick two days later, coming into his brother's room and dropping a pile of documents onto his desk.

"How do they look?" Rick asked, getting up off his bed and coming over to examine them.

"How do you think?" Bobby rolled his eyes. "Most of what we got from Richmond Industries is going to get eaten up by the mortgage and the utilities. Mind telling me how the hell we're going to keep up payments if you and I have to spend more of our money on tuition?"

"Maybe Leah could come back," Rick began. "She and Phil could probably help out."

"After all the trouble they went through trying to find an apartment they could afford?" Bobby asked incredulously. "You really think it's a good idea to make them drag all their stuff back here?"

"Well, what else can we do, Bobby?" Rick demanded. "Alyssa and I need to go back to New York for our studies, so-"

"Oh yeah, New York," Bobby spat. "I don't know what you and Mom ever saw in that dump-they've got more supervillains there than a political convention! And, of course, you just **know **that…"

He trailed off at that point. Before Rick could reply, the door opened again and Leah poked her head in.

"Supper's ready," she said, before she noticed Bobby and Rick scowling at one another.

"Guys…" she said, stepping into Rick's room and looking from one brother to the other. "It's Christmas. Can't we just let this go for a little while?"

Rick and Bobby turned to her, torn and uncertain.

"Easy to say now," Bobby muttered. "What happens after that?"

"We'll figure it out," Rick assured him. "We always do."

"I know," Bobby sighed, as Leah put her hand on his shoulder. "It just…hurts, you know?"

"I know, believe me," Rick nodded.

"Hey, are you guys coming or what?" Angela asked, hands on her hips, as Alyssa and Phil followed her into Rick's room.

The Sheridan siblings all seemed to brighten at once.

* * *

Sleepwalker hardly noted the passing of the time as he remained in Rick's mind, unwilling to risk revealing himself to his human host's friends and family by emerging into the human world.

Less than ten days after the funeral of Rick's parents, Sleepwalker found himself thinking back to their murders at Psyko's hands, the confrontation with Cobweb that had resulted in the monstrosity's creation, and the horrific battle that had so nearly cost him his life.

Over and over and over again, Sleepwalker's thoughts were of Psyko, and the path of destruction the evil thing had left in its wake.

Its wake?

His wake?

…_I am you, and you are me…_

Did he see himself there, face to face with Psyko?

…_ Do you see me here? Do you see yourself here? You're looking in a mirror, brother…you just don't know it yet. You're looking in a mirror, and you don't like what you see…_

Was he responsible?

_…What is responsibility? Who is responsible? Is that what you've been asking yourself, ever since that day? It doesn't matter which one, I suppose. You and I, we perpetrate the cycle, continue it-I'm a part of your world, just as you're a part of mine…_

He was drawn into Cobweb's cycle, his anger and frustration feeding and perpetuating it, causing still more misery and horror.

…_ So…the cycle continues…Once again, you and I have made the innocent to suffer both at once. I could not ask for a finer brother…_

The Silent Ones, his gods, the rulers of his race, had been ready to execute him.

* * *

The holidays passed quickly for the Sheridan siblings and their loved ones, as they celebrated Christmas and prepared for New Years. Alyssa was overjoyed at the pink Capezio pointe shoes she had received from her parents, and thrilled at the pink Converse All-Star hightop sneakers she was given by Rick; Bobby spending two full days watching the _Transformers: Generation One _DVDs he received from Leah; Phil and Angela bickering over the proper way to bake Christmas cookies; and Rambo took all of four days to shred the dog toys he had been given.

New Year's Eve was celebrated at Kenny's large, spacious house, where he had invited many of his old friends and their families. The wealth Gerald and Constance Anderson had earned from their pulp and paper company was miniscule compared to the fortunes of the likes of Norman Osborn, Tony Stark or Warren Worthington, but it gave them a comfortable lifestyle and allowed them to establish a tradition of hosting the annual New Year's Eve party.

"You see, that's the beauty of Stark Enterprises!" Cyrus said heatedly to Julia as they conversed, Red standing and listening. "Tony Stark didn't make his money dealing munitions, he made it with those solar panels he built."

"Solar panels?" Julia raised an eyebrow.

"They soak up solar energy like a sponge," Cyrus continued, as he started to ramble. "More efficient than ever, and the special batteries they included allow you to store the energy for transport to places that don't get a lot of sunlight. And they're getting cheap enough that even a lot of the Third World countries can afford them!"

"The Stark Enterprises recruiter told you all that?" Red asked.

"Yeah! See, that's where I want to work. Stark Enterprises is cutting edge, ahead of the curve! You see where I'm going with this?" he ranted, his eyes shining brightly.

"See, Julia? Capitalism works! Stark responded to something people wanted and needed, and he's getting rewarded for it! Is that too much to ask?" Red rolled his eyes.

"Look, can we **not **get into this tonight?" Julia sighed. "Does this mean you're going to be signing up for their summer internship program?" she asked Cyrus.

"A co-op, actually," he grinned. "I'll be getting school credit for it, and getting my foot in the door at Stark Enterprises. I'll be a lock to get in there once I'm done my studies."

"Just don't count your chickens too soon," Red smirked. "What about you?" he asked Julia. "How'd it go with Dr. Fong?"

"Really well, actually," she grinned. "They've gotten a court date for February, and with Lightmaster behind bars, it looks like everything's going to work out."

"Dr. Fong deserves it," Cyrus chimed in. "His work was years ahead of anyone else's. Even Henry Pym wrote about it in _Scientific American._"

"Yeah, I'm even doing a piece on it for the _Daily Bugle. _It might be a way for me to get an internship or another type of work there too," Julia replied.

"The _Bugle's _a good paper," Red chimed in. "It was the first one to call for Isiah Thomas to be fired…"

Julia and Cyrus looked at each other warily. A devoted fan of the New York Knicks, Red hated Isiah Thomas, the team's coach and general manager, with a passion and had gone on more than one tirade calling for Thomas to be fired.

"Red, we get it, you hate Thomas," Cyrus interrupted hastily.

"Not as much as that son of a bitch Rodriguez," Red muttered. Alexander Rodriguez was, perhaps the one sports figure Red hated more than Isiah Thomas, mostly for what he viewed as Rodriguez's bad attitude, obscene salary demands, and tendency to choke in the playoffs.

"Look, Red, we've been over how much you hate Rodriguez too, okay?" Julia rolled her eyes in exasperation.

* * *

"What is it with women and shoes?" Kenny asked Rick as they stood back watching Alyssa and her girlfriends. Alyssa had insisted on bringing her new Converse high-tops to the party and showing them off to the other guests. She was now proudly showing them off to her friends, many of whom were comparing the shoes they themselves had received as Christmas gifts. Unwilling to risk damaging them in the snow, the girls had brought the shoes with them and put them on once they came into the house.

"Hell if I know," Rick shrugged. "At least it makes them easy to shop for."

They both laughed at this.

"So, you going back to school next term?" Kenny asked.

"Yeah, and I can hopefully put this whole damn semester behind me," Rick sighed. "I'm probably going to have to get a full-time job on top of everything else, given how much money we've got to set aside to keep up our payments on the house and the utilities for Bobby."

"You having problems?" Kenny asked. "I could probably get Mom and Dad to-"

"No, Kenny…I appreciate it, really, but this is something we've got to deal with ourselves," Rick shook his head. "We'll never get anywhere otherwise."

"So where are you planning on working?" Kenny frowned.

"You know that Peter Parker guy I met at that Chug-A-Lug House keg party?" Rick began. "He might be able to get me a job at the _Daily Bugle, _says they'll give positions to kids who otherwise need the experience. I'd be doing copy work, stuff like that probably."

"Eh, we've all gotta start somewhere," Kenny nodded. "What were you doing before that?"

"Doing copy work for your parents' company, remember?" Rick laughed. "How do you think I managed to afford to come to New York City with you guys? Alyssa worked as a dance teacher, Cyrus worked in that appliance repair shop, you…" he trailed off.

"Sat on my worthless butt watching _Adult Swim _cartoons?" Kenny laughed.

"You said it, not me," Rick chuckled.

"Look man, I know you, Leah and Bobby want it to tough it out yourselves," Kenny said as he suddenly turned solemn, "but there's something I want you to do, I need you to do."

"What's that?" Rick asked curiously.

"Just remember that, if you want me to, I'll do what I can to help. I won't force you to take it, I won't come to save you out of the blue, but I will help you if you ask me to. The choice is yours, it's up to you, all that. Just please don't forget it, alright?"

"…Sure, man. I know you're just trying to help," Rick was about to say something else, but he was interrupted by the countdown heralding the arrival of 2007.

* * *

"Hey, what's today's date?" the young man called out, kicking on his cell door.

No one answered, the only sound being the man's foot bouncing off the padding on the door.

"Dammit, what's today's date?" he demanded, kicking again.

Again, silence.

"_**For the last fucking time, what's today's date?" **_the young man roared, his shout echoing through the hallway of the Ravenscroft Institute for the Criminally Insane.

Tall and thin, with a thick shock of black hair and a matching scraggly beard, Cole Tritt stood out even among the serial killers held within the asylum's walls. Captured by the authorities after killing almost three dozen victims over four states, Tritt had stood out not only because of the brutal nature of his crimes, but also because, unlike most serial killers, he had targeted no specific type of victim. Man or woman, white or black, English or Spanish-speaking, young or old, mutant or baseline human, all of these types of people had been murdered by Tritt at one point or another.

_It's coming, you know, _Tritt heard the voice remind him yet again.

"You think I don't know that?" he shouted back, before he began shaking furiously, seeming as if he was about to have an epileptic seizure. "I know it's coming! You think I haven't done everything I could to help it along?"

When the prison psychiatrists had asked him for the reasons behind his crimes, Tritt had begun ranting and raving about the 'Inferno', a phenomenon that, in his words, would bring about a 'stronger, brighter, new world through the cleansing fire.' Psychiatric analysis had proven inconclusive-some of the doctors thought that Tritt was merely using this 'Inferno' talk as a cover for his sadist urges, while the others though that he really did believe in his 'mission', as bizarre and unsettling as it was. Until they could come to an agreement as to Tritt's sanity, it had been decided to keep the killer in Ravenscroft.

_The Inferno is coming! _the voice hissed in Tritt's ear. _The arrangements have been made? Everything is as you have foreseen?_

"Oh yes!" Tritt suddenly whispered. "yeseverythingwillburnlightmyfireletthebodieshittheflooritsgoingtobeafeverpitch…"

_Calm down! _Tritt heard the voice order him. _Let the Inferno come to you, let it embrace you, slowly. Too fast and you'll burn yourself up, before you're ready. Let the others handle it for now…the Inferno's fires burn slowly, but when they emerge, everything will burn at once. _

"Yeah, and then it'll be alright. The fires are coming…" Tritt whispered back, "and they'll make everything alright," he finished, before lapsing into silence.

Tritt never did find out what time it was.

* * *

"So, again, you're absolutely positive you want to do this?" Peter Parker asked Rick as they ate lunch at the Coffee Bean, having agreed to meet a couple of days before class started to work out the details of Peter's getting Rick a job.

"Well, yeah. I checked the want ads, and all they've got are drudge jobs or stuff I'm no good at," Rick frowned. "At least at the _Bugle, _I'd be doing something I know how to do. And you said Jameson hires inexperienced kids, right?"

"That's because he doesn't have to pay us as much as full-time union workers," Peter groused. "I'm both the webmaster and a staff photographer, and he still gives me the same lousy salary I got when I was in high school. Once I get my resume padded some more so I can get some solid science work, I'm going to tell him to take his job and shove it-"

"What classes have you got this semester?" Rick quickly interrupted.

"Most of the usual science and chemistry stuff," Peter replied, "and I'm taking some Criminology courses, to deal with the social science requirements of my degree program. I get to spend more time with Gwen that way," he smiled.

"She's in it too?" Rick asked. "I thought her major was Chemistry, like yours."

"Oh, it is," Peter answered, "but she minors in Criminology. She wants to be a forensic scientist. Law enforcement kind of runs in the family-her dad is captain of the NYPD organized crime unit. The Stacys have been wearing badges for generations-Gwen wanted to keep up the tradition, but she didn't like the thought of putting her life on the line. Combine that with her love of science, and there you go," he finished.

"She's still not taking those courses with that creep Miles Warren, is she?" Rick frowned. "Alyssa and I took one of his classes last year, and Alyssa kept saying how much he freaked her out with the way he looked at her."

"She has to," Peter muttered, anger crossing his face, "but I'm going to be right there with her. I've heard a few things from some of the other female students about the way Warren looks at them. The bastard's obviously got a lot of friends on the University Board to keep his position, not to mention tenure. Then again, if the Board won't listen to me, maybe they'll listen to Captain George Stacy of the New York Police Department. Have Alyssa e-mail me and tell me all about whatever crap Warren pulled-the sooner we can get rid of him, the better."

* * *

"He's being moved to Rikers Island in New York?" the Guardsman said in surprise, glancing over the forms the young woman handed him.

"Dr. Kafka's orders are quite clear," she answered primly, "and I would not advise disturbing her over this. She is currently engaged in an intense session with Typhoid Mary, in an attempt to-"

"Yeah, yeah," the Guardsman rolled his eyes as he moved to open Cole Tritt's cell door. Quietly mumbling to himself, Tritt put up no fight as he was escorted out of the asylum and into a heavily reinforced police van waiting at the front gates.

* * *

"Dr. Kafka?" the Guardsman interrupted his superior, Dr. Ashley Kafka, chief psychiatrist at Ravenscroft, as she sat in her office reading through a series of reports.

"What is it?" Dr. Kafka looked up in irritation, her cold grey eyes narrowing as she carefully scrutinized the Guardsman, who shifted in spite of himself.

"I don't mean to pry, but about transferring that Cole Tritt guy to Riker's Island…I'm not so sure that was such a good idea."

"What transfer to Riker's Island?" she demanded harshly.

* * *

The wail of police sirens pierced through the cold January night as the officers bore down frantically on the van holding Cole Tritt and his followers, speeding through downtown New York towards the facilities of Roxxon Oil. Fanatical devotion made people do strange things-the lonely, directionless people who Tritt had gathered around him were willing to do anything and everything for him, even to the extent of impersonating prison guards, hospital staff, and police officers, altering a vehicle so it would resemble a police van, and providing forged paperwork to arrange their leader's release.

The van stopped in front of the Roxxon warehouse, and Tritt quickly hopped out, pausing only to thank his followers for their devoted services, before he sat down and waited for the police.

As the police officers emerged from their cars and charged at him, Tritt only grinned and slipped into the warehouse, through the curiously unlocked security door. Oddly enough, all the alarms had been disabled, allowing Tritt to easily pass through what would have been a sophisticated security system-another benefit of having followers in high places.

Always making sure the police officers had him in sight, Tritt lured them into the deepest basement of the facility, where the ultimate prize waited.

Created as an alternative energy source, Roxxon's special plasma proved to have ghastly side effects, not the least of which was the horrific mutation that had resulted when the criminal Harvey Broxtel was caught in an explosion of the plasma while escaping from Riker's Island in New York, transforming him into the deadly supervillain known as Firebrand. Although Firebrand had been stopped by Spider-Woman, one of New York's newest costumed heroes, Roxxon had decided to destroy the plasma, given that it was too dangerous and difficult to control even for the supervillainous black market. All that was left were a few barrels, secreted in a hidden room beneath one of the company's storage facilities.

When the police finally caught up to Tritt, he stood over an open barrel of plasma, a lighted match in his hand.

"Tritt, what are you…" began one of the officers in horror, his gun pointed straight out at the killer's chest.

"This is where it all begins," Tritt smiled. "You are among the most privileged, to see the Inferno coming. Is everyone ready?"

"Put out the match and put your hands up!" another officer ordered, taking the safety off his gun.

"I suppose I could do that," Tritt smirked, "but then I'd be blowing us all to kingdom come. Better now than in the Inferno, I suppose?"

Holding the lit match inches above the highly reactive plasma, the officers did the only thing they could think of, and ran for dear life.

"Talk about a slow burn," Tritt grinned, watching the match burn down and down as he gave the officers time to escape. "But that's how it works sometimes, isn't it? It burns and burns, slowly oh so slowly, starting with a single spark…"

"Burn, baby, burn!" he screamed, dropping the match into the plasma.

Even through the horrific explosion, which proceeded to level the whole building and set it on fire as it spread and caught first the rest of the plasma and then the other chemicals in the Roxxon warehouse, Cole Tritt's hysterical laughter was heard loud and clear.

* * *

The screams and the flames were what first attracted Sleepwalker, out on his nightly patrols, to the scene. Police and fire crews struggled desperately to control the fire and keep it from spreading to surrounding buildings, even as they tried to help the civilians scrambling to safety. The wrecked warehouse was still burning with chemical fires, but that was not what caught Sleepwalker's attention. Rather, it was the hideous laughter and the dark livid flames, both of which emanated from the nightmare hovering in the sky before Sleepwalker.

It resembled a human skeleton, wreathed in dark, blood-red flames that burned without consuming. The creature seemed to have no skin, no organs, no blood, simply the black skeleton and the ghoulish fires burning around its body. Giggling hysterically, the creature rained fire down on the buildings and people below, pausing only to chant and sing under its breath.

Sleepwalker did not even bother to address the monster, merely gathering up a cloud of snow with his warp beams and casting it over the creature, dousing the fiery being before he began to pummel it viciously.

_"I know not who you are, monster, but your rampage ends now!" _Sleepwalker said to the skeletal thing as he punched it repeatedly, its flames temporarily extinguished.

"Is that what you think, heretic?" the skeleton hissed, as its fires roared back to life. "This is the fever pitch, the beginning of the Inferno! I **am **the Fever Pitch!" he roared, breaking away from Sleepwalker and blasting him with a fireball that engulfed the guardian of the Mindscape, sending him flying backwards before Fever Pitch turned up his flames once again and tackled the alien. As Sleepwalker reeled from his burns, the entity known as Fever Pitch plummeted downwards like a meteor, driving the guardian of the Mindscape into the ground at breakneck speed and again wrapping him in flames.

Gritting his teeth against the pain, Sleepwalker struck Fever Pitch with a vicious haymaker and broke free of his grip, rolling around in the snow to put out the flames still burning on his body. Focusing his warp vision on the wreckage around them, Sleepwalker pulverized Fever Pitch with a barrage of flying debris. He then took up the largest piece, warping and hardening it into a club with which he beat the skeletal horror mercilessly.

Impossibly, the creature seemed to have no skin or internal organs, just bones and the burning fire, although it staggered and reeled the way any human would have when Sleepwalker hit it. As Fever Pitch sank to his knees, Sleepwalker set about warping some bindings for him, before the monster caught its second wind and exploded in a massive fireball. Debris flew everywhere as Fever Pitch charged into Sleepwalker, burning the alien once again and taking him to the air.

"_Why are you doing this?" _Sleepwalker demanded as he broke free, charging at Fever Pitch as the monster dodged. Below, the police and fire crews were starting to get the scene under control, and the chemical fires were slowly being put out, even as the scene had been evacuated.

"You know how it gets sometimes," Fever Pitch said matter-of-factly, throwing balls of fire that Sleepwalker deflected with his warp beams. "In nature, trees rot and die, becoming deadwood that chokes out new life. Fire cleanses and purifies, destroying the old growth and allowing the cycle of life to begin anew. Stagnation poisons the natural order, destroys everything. Same thing in society…it starts out alright, but then the rot sets in…and suddenly everything is **FUCKED, DO YOU HEAR ME?!? FUCKED!!!**" Fever Pitch's voice suddenly took on a manic edge, as his fires began burning all the hotter once again, briefly blinding Sleepwalker and forcing him back.

"I try to fix it, oh yes I do, to bring the cleansing fire of the Inferno…**but they don't let me!**" he shrieked, throwing a massive fireball at Sleepwalker before expanding the flames around him and plummeting towards the people on the ground like a comet. Sleepwalker sped towards the ground as fast as he could, warping it up into a pillar to slam Fever Pitch and stun him briefly, before Sleepwalker laid into him with a flurry of punches and kicks, steeling himself against the burns to his hands and feet.

"They're holding me back! They've always held me back!" Fever Pitch howled, radiating a blast of flame that caught Sleepwalker and sending him crashing to the pavement, before he flew higher up into the sky and looked over the city with eyes that glowed brightly in the night.

"Everything…everything about this whole fucking city stinks! It's going to burn, burn, burn! Letthebodieshitthefloorsettheworldonfiresellmysoultobefreeburnburnburnburnburn..."

Fireballs began bursting out of him in all random directions, starting new fires and sending the police, firefighters and bystanders scrambling for cover.

"Oh, the Inferno!" Fever Pitch screamed into the night.

As caught up as he was in the moment, Fever Pitch immediately sensed Sleepwalker coming for him again, wielding twin clubs he had crafted out of the pavement with his warp beams. Throwing one, two, three more fireballs at the alien, Fever Pitch scrambled to keep the distance between them as Sleepwalker closed in relentlessly, covered in ugly wounds from the burns he had suffered from Fever Pitch's flames.

"The Inferno's going to kill you!" Fever Pitch shouted, radiating his flames all around him once more, "you've earned its wrath!"

"_I care nothing for any Inferno!" _Sleepwalker shouted right back, forcing his way right through Fever Pitch's flames, heedless of the further burns he suffered. _"And your insanity has earned you my wrath, a far more immediate threat!" _

Slamming Fever Pitch in the ribs with one of his clubs, Sleepwalker then struck at Fever Pitch's head. The monstrosity raised his arms to block, but howled in pain as the unforgiving club slammed into them. As Fever Pitch dropped his arms, reeling in pain, Sleepwalker brutally head-butted him, stunning the skeletal creature. His flames were extinguished, saved for a thin wreath of fire around his skeleton, as he began to fall, until Sleepwalker caught him and warped the concrete clubs into bindings that he could not burn.

"It's going to burn…I'm going to kill you…look all around us…all about the money…all about the sex…light my fire…living in rat-shit poverty…the Inferno is coming…" Fever Pitch mumbled to himself as Sleepwalker brought him down to the waiting police.

"What the hell is up with this motherfucker?" one of the cops muttered to Sleepwalker as the alien handed over the limp, babbling Fever Pitch.

"_I am no expert in the science of psychoanalysis," _Sleepwalker shook his head, grimly looking out over the destruction Fever Pitch had caused, _"although I would surmise that this 'Fever Pitch', as he calls himself, is consumed with hatred. For what reasons, however, I cannot say," _he finished, taking to the air after he was satisfied that the police and fire crews had the flames under control.

_

* * *

_

It's all going to burn,

the voice told Fever Pitch. _It's all going to hit a Fever Pitch, you're just the first stage. Burn through the stagnation, the rot, the corruption…they won't understand, with their filth, their hatred, their violence, their sex, they won't see what needs to be done. The ones who profit from this sickness, this disease, will fight you, resist the Inferno. It must be fought, must be cleansed, so the fire can be released…_

The police officers taking Fever Pitch, the nightmarish thing that Cole Tritt had become, raised their eyebrows at the burst of giggling coming from the back of the wagon where they had put Fever Pitch.

"It's coming…" Fever Pitch said slowly, before he lapsed into silence.

* * *

The pain from Sleepwalker's burns and injuries faded, as he resumed his patrols through the night.

_Consumed with hatred…_

First he thought of Psyko and Cobweb.

Then he thought of Julia and Sv'ara.

(_**Next Issue:**_ Rick Sheridan accompanies Peter Parker to the _Daily Bugle, _in hopes of receiving a job from none other than the legendary J. Jonah Jameson. Meanwhile, Julia and Gwen find themselves investigating disturbing rumors involving Pruitt Enterprises. To make matters worse, Sleepwalker is targeted by none other than his old enemies in the Thought Police! All this and more in _Sleepwalker #32: Chain of Command!)_


	35. Chain of Command

"You're absolutely, positively sure you want to do this? There's still time to back out, you know," Peter Parker tried to warn Rick Sheridan as they stepped into the _Daily Bugle's _city room, noticing how Rick looked around in amazement at the stark, cheap décor and the sharp contrast it made with the high-tech media equipment that sat on the twenty- and thirty-year old office furniture.

"Like I said, I need the money," Rick said. "If that means taking a job here, then that's what I'll do."

"Don't say I didn't warn you," Peter sighed, before his attention was caught by Glory Grant, daughter-in-law of the late Joe Robertson and middle-aged city editor of the _Bugle, _who waved to him from her desk. His curiosity piqued, Peter made his way over, followed by Rick.

"What's up, Glory?" Peter asked.

"Just wanted to let you know about those pictures you got of Spider-Man tangling with Doctor Octopus at that nuclear demonstration Jameson sent you to cover," Glory smiled. "Today's edition is selling like there's no tomorrow because of those shots. Jameson was thrilled!"

"So thrilled that he wrote that editorial lambasting Spider-Man for putting innocent people in danger with the way he recklessly attacked Doctor Octopus?" Peter rolled his eyes.

"Well…" Glory shrugged, "for once, he's actually in a decent mood."

Peter was about to say something else, when he was cut off by a tirade of angry shouting.

_**"Just what kind of vigilante do you take me for, Jesse James? Get out of my office, you crank! OUT! OUT! OUT!"**_

Rick cringed at the voice, which ranked somewhere between a bullhorn and a fire alarm in terms of sheer loudness.

The entire city room sat in silence for a minute, before they resumed working.

"…What the hell was that?" Rick finally asked Peter.

"…Just another day at the _Daily Bugle,_" Peter replied with a long-suffering sigh.

* * *

SLEEPWALKER #32

"CHAIN OF COMMAND"

* * *

The door to the offices of J. Jonah Jameson, founder, owner, sole stockholder, publisher and editor-in-chief of the _Daily Bugle, _flew open as a middle-aged man with dark hair and a high, intellectual forehead, clad in an expensive Armani suit, stumbled out of the room as he tried to get a word in edgewise against the thundering Jameson.

"Mr. Jameson, this is an invaluable investment, and-" the man protested.

"Didn't you hear me the first time?" Jameson barked at him, stubbing out his cigar and lighting a fresh one even as he continued yelling. "And don't think this is over-by the time I'm done with you, you won't be able to get a job fixing TV sets in this city!"

The flustered man skulked away, an angry scowl on his face, before Peter slowly led Rick into Jameson's office. His face flushed with anger, the eighty-year old newspaperman looked the same as always had-expensive but rumpled suit, military crew cut, toothbrush moustache, and the eternal cigar in hand. Sitting down again, he glared up at the two young men as they approached his desk.

"What do you want, Parker? And who's this other kid?" he demanded.

"What was-" Rick began before Peter could reply.

"The man who just left?" Jameson snorted, puffing away at his cigar. "That was some crank named Spencer Smythe, who tried to con me into investing into some 'Spider-Slayer' robot to capture Spider-Man! The whole reason I go after Spider-Man and the rest of those vigilante 'heroes' is because they flout the law, put people in danger! You can't hold them accountable if they mess up!" he continued on his tirade. "So how would it look if I suddenly started sponsoring vigilante robots to kidnap people?!? I'd be a hypocrite! Who do you take me for, William Randolph Hearst?"

Rick was about to reply, when Peter hastily stepped on his foot.

"Now what do you want?" Jameson demanded, looking at his watch impatiently.

"You know how we need a couple of new copy people?" Peter said quickly. "My friend Rick is interested in the job. He's an English major, and-"

"An English major?" Jameson looked at Rick skeptically as the youth stepped forward. "Alright, if you're so smart, tell me what's so special about the sentence '_the quick brown fox jumped over the lazy dogs.'_".

"That sentence uses every letter of the alphabet," Rick answered, not sure where Jameson was going with this. "What does that-"

"Well, what are you waiting for? Chinese New Year?" Jameson snapped irritably. "Get out of my office and go see Ms. Grant!"

"You mean-" Rick began in surprise.

"I mean you'll be fired if you stand around wasting any more of my time!" Jameson scowled at him.

Rick began to speak again to thank Jameson, before Peter grabbed him and pulled him out of Jameson's office and shut the door behind him. Immediately, they heard Jameson begin typing busily at his computer.

"See what I mean?" Peter sighed as they walked away.

"What was that about?" Rick wondered. "I mean, why was he talking about William Randolph Hearst?"

"It's best not to think about it," Peter shook his head. "Sometimes he makes George Steinbrenner look reasonable."

Rick and Peter both jumped as they heard Jameson's voice booming after them.

"I heard that!" Jameson shouted. "And I'll have you know that every time I've golfed with Steinbrenner, I told him he never should have fired Billy Martin!"

Rick just looked at Peter.

"Come on," Peter sighed. "I'll take you to see Glory and she'll get your schedule and paychecks worked out."

* * *

"You're sure about this when it comes to Pruitt Enterprises?" Julia asked Gwen Stacy curiously. The two women were active in volunteering and campaigning on behalf of various social causes, most notably in regards to aiding the poor and homeless of New York, and more generally in the field of the concept known as "corporate social responsibility", praising companies such as Stark Enterprises, Fireheart Enterprises, and Richmond Industries for their advances in this field while condemning others, such as Hammer Labs, Oscorp and Roxxon Oil, for their poor environmental and social records. They had met at the Coffee Bean to discuss some disconcerting rumors Gwen had heard from some of her contacts overseas.

"I don't know," Gwen shook her head, "but nothing I've heard has been any good. Child labor, the sale of blood diamonds in places like Angola and the Congo, selling weapons to multiple sides in Somalia, selling everything from weapons to computer goods to HYDRA, the Secret Empire, Genosha and Latveria, sponsoring the Supermacists and Azania in their attempts to destabilize Wakanda…it's a really ugly picture."

"How much of it has been proven?" Julia wondered.

"Not a whole lot," Gwen shook her head. "But if it's true, it would explain an awful lot. After all, how did Pruitt Enterprises get that good that fast? You would have heard something on the news to account for its change…"

"There might be a way we could find out," Julia replied. "I don't know if Peter's told you about this reporter friend of his at the _Bugle, _a guy named Ben Urich?"

Gwen nodded.

"Well, his nephew Phil is really interested in these types of social causes too. I could probably get his help into looking into this," Julia said.

"Don't you remember what happened the last time you started poking your nose where it didn't belong?" Gwen reminded her, half humorously and half seriously. "You ended up getting attacked by that crazy supervillain…what was his name? Lightblaster?"

"Lightmaster," Julia corrected her.

"Right. Anyway, what if you get someone else after you again?" Gwen pursed her lips.

"In this city?" Julia chuckled. "Chances are I'll have a superhero come to my rescue, just like last time."

"You can't always count on that," Gwen warned her.

"Just like you weren't able to count on Spider-Man showing up to save you from Doctor Octopus and the Sinister Six?" Julia shot back.

"Point taken," Gwen laughed.

* * *

"You're sure the Colonel has authorized this?" the young, auburn-haired man asked his tall, powerfully muscled black companion as they readied their equipment later that evening.

"The Colonel doesn't give a rat's ass about Sleepwalker," the black man responded, testing the weight of his heavy titanium batons. "Suits him either way if the green-skinned freak lives or dies."

"So why are we doing this, Nightstick?" the auburn-haired man, better known as Wiretap, wondered as he checked his gauntlets, weapons that enabled him to generate powerful blasts of electricity.

"I have my reasons," the black man known as Nightstick replied, before he turned to the last of their group, a slim woman with a short haircut and piercing facial features.

"You ready, Cuffs?" he demanded.

"Always," Cuffs replied, generating a powerful liquid ooze from her gauntlets, that she reshaped into long, sharp axe blades.

Nightstick looked at his comrades, and nodded solemnly.

The Thought Police was ready to move.

* * *

Sleepwalker's patrol that night was uneventful, the alien seeing none of his fellow heroes on patrol, nor even many passersby. Even New York, normally one of the busiest and loudest cities in the world at any time of the day or night, could be subdued by a night colder than Doctor Doom's heart, with the wind howling past the city's towering skyscrapers.

He had passed by Four Freedoms Plaza, hoping to get some information from Reed Richards on whether the famous scientist had made any progress on finding a way for Sleepwalker to return home, but none of the Fantastic Four were there, apparently having been summoned to Hawaii to prevent the Mole Man from detonating the islands' volcanoes and murdering the humans who lived there, or so the building staff had told him. Undeterred, Sleepwalker resumed his patrols, although once again the city seemed silent, buried under the snow and cold, something which only set the alien's senses on edge.

When he came through to Commodore Barry Park, then, Sleepwalker instantly reacted to the electrical blasts that came flying up at him almost out of nowhere, deflecting it with his warp beams before he came down to ground level, looking all around him and expecting an attack from any direction. To his astonishment, he saw the familiar haze of a cloaking device being turned off all around him, and then recognized the unpleasantly familiar forms of the Thought Police standing all around him, clad in their blue and gold armor, complete with night-vision goggles for fighting in the dark.

_"I presume that you have once again been directed to capture me for interrogation?" _Sleepwalker asked sardonically, as he stepped into a fighting stance. _"Or does your master seek merely to have me destroyed for what he erroneously believes to be my intentional affronts to his mission?" _

"Wrong, and wrong," Nightstick said darkly, before Cuffs and Wiretap looked at him in surprise. "This goes way deeper than anything you know, freak."

He looked from Wiretap to Cuffs, and back again, and they nodded.

"Kill him!" Nightstick ordered.

Cuffs formed her jelly into a large spiked hammer, which she swung at Sleepwalker, who quickly rolled out of the way as Wiretap fired another burst of electricity at him. His eyes glowing brightly, Sleepwalker used his warp vision to send a huge wave of snow flying at the Thought Police, which was deflected by Wiretap's electrical fields. The wave of snow exploded on contact with the electricity, sending a thick cloud of mist and snow flying through the air, obscuring the Thought Police's vision as Sleepwalker continued to throw up great gusts of ice and snow with his warp beams.

"Back to back!" Nightstick ordered Cuffs and Wiretap, which was what they did as Cuffs then used her jelly to form a defensive barrier around them, and Wiretap fired bursts of energy into the mist to try and get a bead on Sleepwalker's position. Sorting through the patterns of the snow being whipped up around then, Wiretap fired several blasts of electrical energy into the mist, using them to keep a bead on Sleepwalker until Cuffs slammed him with a thick club of jelly, wrapping around the alien and bringing him in, bound and struggling to break free.

"This is where it ends, freak!" Nightstick snarled, as he beat Sleepwalker mercilessly with his batons. "Willis is going to enjoy this!"

Suddenly, it all became clear to Sleepwalker, remembering a conversation he had when the Thought Police had previously captured him…

_Nightstick, Cuffs and Colonel O'Brien eventually stepped out for a break, leaving Cuffs alone to restrain Sleepwalker. The hawk-faced woman stared into Sleepwalker's eyes, trying to discern something, although what it was he could not tell. _

"Why am I here?"_ Sleepwalker asked somewhat ironically. _"I am now a wanted criminal for saving the lives of the innocent?"

"_You don't know what's at stake here," Cuffs replied calmly, not blinking as she locked eyes with Sleepwalker's. _

"Then enlighten me, for I do not understand,"_ he answered. _

"_The colonel will tell you if he decides that will help our mission," was all Cuffs would offer. "Otherwise, I cannot say any more." _

"Perhaps I have the answer,"_ Sleepwalker said, adjusting his position to ease the pain in his knees. _"All this place...it reminds me of something someone told me recently. You are fighting still, are you not?"_ he asked. _

_Cuffs raised an eyebrow. _

"_Who told you that?" _

"A gentleman by the name of Willis…or Hector…or Ray…or Ernest,"_ Sleepwalker answered. _"He talked to himself a great deal, gave himself multiple names, called himself the Chain Gang."

"_Willis?" Cuffs asked. _

_Sleepwalker nodded slowly. _

_Cuffs flinched visibly, although she tried to keep a mask of calm. _

_Sleepwalker noticed the slip, although he said nothing. He had felt something about this whole meeting, something that went well beyond the destruction of the diamond. _

Scowling in fury, Sleepwalker blasted himself free of Cuff's jelly and grabbed it before she could react, spinning her around and sending her crashing into Wiretap as he attacked Nightstick in a fury.

_"I now observe your fraternal resemblance!" _Sleepwalker said in a rage, as he caught Nightstick's batons in his arms and knocked Willis off his feet with a vicious snap kick. _"You are seeking to indulge a vendetta you hold against me for my role in the incarceration of your brother, the Chain Gang?" _

"Don't you call him by that name!" Nightstick roared, fire in his eyes. "Willis was family, and look at what you did to him!" Charging back at Sleepwalker, he deflected the alien's next attack with one baton and slammed him across the head with the other, before sending him flying with a third blow. Dizzy from the blow, Sleepwalker was powerless to prevent Wiretap from striking him with another electrical bolt and knocking him to the ground.

As Cuffs attempted to encase him in another wave of jelly, Sleepwalker rolled out of the way and sent another wave of snow at the Thought Police, which Cuffs deflected by shaping her jelly into a large wall. Flying above his opponents, Sleepwalker then cast his warp beams over a wide area onto the soil itself, tearing it open beneath the Thought Police's feet to swallow them up. As they struggled to break free, Sleepwalker flew down faster than Cuffs could react and struck her on the head, knocking her senseless. As Wiretap blasted himself free, he came up to attack Sleepwalker and free his companion, before the alien cast another wave of snow with his warp vision at him. Rather than blasting the snow, Wiretap simply flew out of its way, although he lost Sleepwalker in the haze. Spinning around, he suddenly caught the guardian of the Mindscape flying at him, charging right through the point-blank electrical blast Wiretap fired at him and doubling him over with a vicious double punch, before incapacitating him with a chop to the throat.

As Sleepwalker came down to the ground carrying the limp Wiretap in his arms, Nightstick finally dug himself free of the pit and charged. Dropping Wiretap into the snow, Sleepwalker came back at him, and the two foes sparred viciously. Sleepwalker took a vicious one-two hit from Nighstick's batons, before he dealt the Thought Police's leader a vicious haymaker across the jaw and a jab to the gut, driving him to his knees. As Nightstick lay stunned, Sleepwalker warped his batons into bindings, pinning Nightstick's arms to his body and his legs together, leaving him helpless and unable to move.

"I'm going to kill you for this, freak!" Nightstick cursed at Sleepwalker as he struggled to break free.

_"I shall never comprehend why humans refuse to take responsibility for the actions of their kin, absolving them of guilt and responsibility when they are clearly the ones responsible for their own predicaments," _Sleepwalker spat contemptuously. _"I was not responsible for whatever trauma the Chain Gang suffered to fall into his current mental turmoil, and nor was I responsible for his becoming a supervillain! Why, then, do you abuse your personal power and authority to engage in your grievances against me, when your brother was the aggressor?"_

"He's my brother," Nighstick, alias David Hayworth, said darkly to his alien foe. "We stick together, that's all that matters."

_"Irrespective of such considerations as law and order, and your personal allegiances to the Office of Interrogative Requisitioning?" _Sleepwalker demanded, referring to the government agency Nightstick worked for as part of the Thought Police.

"We're going to kill you," Nightstick replied, his voice becoming cold as ice. "Colonel O'Brien won't give a damn if you live or die. No matter what happens, we're going to kill you. I have powerful friends."

_"As do I," _Sleepwalker bluntly replied, not giving an inch. _"As I understand it, the Fantastic Four is owed many favors by the American government and other powerful institutions for the invaluable services it has rendered them over the years. I have no doubt that my ally Benjamin Grimm, alias the Thing, would be interested to know of your assaults upon my person." _

David Hayworth only snorted at this.

"Yeah, I'd like to see that orange pile of ballast try," he scoffed. "So what are you going to do now? Can't take us to the police, can you?"

Sleepwalker offered no response, save to drag Nightstick into a pile with Cuffs and Wiretap, who he bound all together with Nightstick's warped batons, even as he stripped Cuffs and Wiretap of their equipment, shredding it with his warp beams even as he contemptuously picked the Thought Police up and carried them several kilometers to the nearest garbage dump, where he promptly threw them onto a pile of rancid, frozen garbage.

_Perhaps it is only fitting, _Sleepwalker reflected ironically, _that they are thrown in with the remainder of the trash. _

(_**Next Issue:**_ Rick's life seems to return to normal, as he resumes his classes and begins work at the Daily Bugle. However, as Julia continues her investigation of Pruitt Enterprises, aided by _Daily Bugle _intern Phil Urich, her shocking findings put her life in mortal danger, even as the rainbow revolutionary Spectra escapes from prison and resumes a crime spree to finance her revolutionary activities! Sleepwalker emerges to confront her, but his actions lead to serious unforeseen consequences for Rick! All this and more in _Sleepwalker #33: The Color of Hate!)_


	36. The Color of Hate

"So, what's life like at the _Bugle_?" Red asked Rick as they sat in the Student's Union Building, sipping coffee after class. "Is Jameson really the ticking time bomb all the rumors say he is?"

"Jameson is…interesting," Rick shook his head. "Fortunately, I don't have to deal with him much. Most of what I do is typing and copy work-formatting, spellchecking, stuff like that."

"How's the money?" Red queried.

"Not that great," Rick said glumly. "Peter says Jameson hires inexperienced college kids because he doesn't have to pay them as much as full-time workers. Still, I'll have enough to cover the rent for this month, and maybe have enough left for a bag of day-old French fries," he finished with a rueful smile.

"So are you feeling better now?" Red asked him as he finished his drink. "I mean, with everything that's happened over the last few months…"

"For now, yeah," Rick nodded, finishing his own coffee. "I'm just glad to be going back to class. I'll have an easier time holding everything together now."

"You know…" Red hesitated. "I've always been meaning to ask you, but there was never really a good time…"

Rick merely raised an eyebrow.

"What was it that messed everything up in the first place? You remember, around four months ago?"

Rick suddenly felt all the old panic, all the old fear, come back again as he frantically tried to think of an excuse.

"Look, I…I'd really rather not talk about it. I just want to forget…uh…it's not really important…I mean…I've taken care of it," he fumbled, knowing full well that Sleepwalker could hear and see everything he saw and said.

Red only looked at him doubtfully.

* * *

SLEEPWALKER #33

"THE COLOR OF HATE"

* * *

On a continent already wracked with civil wars and massacres, the conflicts plaguing the African country of Somalia were among the very worst. Since the collapse of the former Communist dictatorship in the 1990s, the country had become a lawless hell plagued by civil war between different armed groups fighting for control. Criminals and black market arms dealers had flocked to the country en masse, and groups ranging from the Secret Empire to HYDRA to Magneto's Acolytes to A.I.M. to the Leader and the Latverian government under Doctor Doom all worked to expand their influence in the area, seeking power and profit.

Mr. Jyn leaned back in his chair and smiled widely. Pruitt Industries had recently landed an important contract with some of the local warring clans in the area, and Mr. Jyn had insisted upon visiting firsthand to ensure that his employer's customers were satisfied with their purchases.

Even with all the gunfire, all the screaming and shouting, no one seemed to notice the tall, dark-skinned man as he stood in the middle of the chaos, the lights of the exploding bunkers flashing in his eyes and the roaring of the burning fires echoing in his ears.

All around him, people were fighting and dying, all around him was gunfire and bloodshed, all around him was fire and killing.

Mr. Jyn stood serenely in the midst of the chaos, savoring everything around him. His grin became all the wider as he realized that his success here would only make his employer Harold Pruitt even more money.

He stood there for a day and a night, before he recalled his coming meeting with Doctor Doom about the electrical components Doom wanted, and that Pruitt Enterprises could provide…in approximately half an hour, if Mr. Jyn's calculations were correct.

Latveria was many hundreds of kilometers to the north, and making flight arrangements on such short notice would be almost impossible, not that Mr. Jyn concerned himself with such things.

He needed only a couple of minutes to tidy himself up before he was at the front gates of Doctor Doom's imposing palace in the Latverian capital. Impeccably dressed and coiffed, Mr. Jyn was led in and informed that the good Doctor was seeing to the final details of some matter of state, and would be with his guest shortly. At Mr. Jyn's request, the guards who had let him in brought him a newspaper, which he perused while waiting for the esteemed Emperor of Latveria.

There was news of a coup in the Congo, funded by blood diamonds…an invasion of Wakanda by the Azanians and their Supermacists, who had become that country's superhuman champions after obtaining the technology needed to empower them…firebombings carried out by the Friends of Humanity…

Mr. Jyn's smile grew all the wider, even as he heard the heavy footsteps of the Latverian ruler echoing down the hall.

Mr. Jyn knew that Doctor Doom could probably see him for what he was, and he was far too strong to deal with anyway, which was why Mr. Jyn had never bothered to deal with him directly. But now, in the capacity of working for someone else, he was certain that Doom would be most intrigued by his offer of the reverse-wired electrodes and satellite equipment that the Doctor claimed to need for another one of his 'projects'. In a demonstration of that legendary altruism he was so famous for, Doom had implied that he looked forward to working with Pruitt Enterprises on many such projects in the future…

All the more profit for Mr. Harold Pruitt.

All the better for Mr. Jyn.

* * *

With the ever-increasing number of people who had developed superpowers since the late 1990s, and the fact that many of them had become what had become commonly referred to as 'supervillains', national governments had been forced to come up with new ways of incarcerating these criminals when they were finally captured and convicted of their crimes. Supervillains who possessed no actual powers and committed their crimes using specialized skills and equipment were typically sent to Attica Prison in upstate New York, while certifiably insane and exceptionally dangerous villains were typically sent to the Ravencroft Institute for the Criminally Insane, equipped with special cells and restraints to prevent its villainous residents from using their powers to escape. Special restraints that could inhibit the superhuman abilities of those who wore them, but otherwise did not interfere with the workings of their bodies, had been originally designed by Reed Richards of the Fantastic Four and marketed by Stark Enterprises and were placed on every super-powered criminal that was housed in the place.

Ravenscroft was but one of several special prisons built to house supervillains, another being the Vault, located in the mountains of Colorado. Yet another such facility was found in Riker's Island, the infamous New York City penitentiary, part of which had been converted to house supervillains. Commonly referred to as the Raft, it had become known for the notorious costumed criminals it housed within its thick concrete walls.

One such resident was a slim young woman with bright blue eyes and long golden hair, notorious for her haranguing the guards and her fellow inmates with diatribes few of them truly understood, and even fewer cared about. She had come to the prison a scant three months ago in early November, after she had attempted to incite a violent riot in Times Square and had been defeated by Sleepwalker. Originally named Selena Slate, she refused to let anyone address her by that name, preferring her superhuman codename of Spectra. Born of parents who had been involved in the violent social protest movements of the 1960s and 1970s, Spectra had inherited her parents' beliefs and their admiration for revolutionaries such as Che Guevara and the Symbionese Liberation Army, carrying on their dream of violent upheaval and overturning of what she viewed as oppressive power structures and institutionalized oppression.

Surrounded by books on radical anarchism and violent revolution, Spectra sat alone in her cell most of the time, as her cellmates had all become tired of her endless preaching about such things as power structures, institutionalized patriarchy, and the need for violent social upheaval. The only people who would come to see her were like-minded supporters, with whom she had long, rambling discussions on visiting days, most of which the guards quickly tuned out in annoyance.

Today's visitor was a young black woman, whose ranting exchanges with Spectra had made the guards so bored and distracted that they did not notice her taking a small plastic device out of her boot and quickly press it, so that it began glowing brightly. The machine was a device Spectra's followers had purchased from A.I.M., a global terrorist organization whose goal was to establish a new world order based on science and rationality above all else…which they carried out by committing bombings, kidnappings, murder and other horrible crimes, while also raising money by selling deadly weapons and technological devices to anyone who could pay the right price…including a machine that could emit a strong electromagnetic pulse.

If the guards had not paid attention to Spectra and her supporter until now, they did so when her shackles suddenly came loose. Immediately, Spectra's body began glowing with a myriad rainbow of colors, as her superhuman powers returned to her. As the prison guards drew their batons, Spectra immediately began radiating a series of colored lights. The red light she emitted broke her shackles, the white light hypnotized the guards and put them under Spectra's mental control, and the green light projected an illusion that made Spectra look like her follower and the follower resemble a human, depowered Spectra.

Completely under the rainbow-hued woman's spell, the guards opened the doors to let Spectra go, as her follower went back to take her place, putting on a set of specially prepared dummy shackles to heighten the disguise. In the meantime, Spectra casually pocketed the device and walked out of Riker's Island, checking out as the woman who had come to bring her the EMP device…which was conveniently made of plastic so it got past the metal detectors.

When she was far enough from the prison, Spectra shed her disguise and took to the air, leaving a colorful energy trail in her wake.

_Now…_she thought as she streaked away over the rooftops, _the revolution shall begin anew, but first I must prepare…_

* * *

Mid-January saw Julia resume her typically busy routine of attending classes, community activism, and interning at the _Daily Bugle, _but now she found herself spending more and more time with Peter Parker's girlfriend Gwen Stacy and Phil Urich, another _Bugle _intern. They had all heard the rumors swirling around the meteoric rise of Pruitt Industries, and all shared similar concerns.

"So, let's review," Julia began, as they sat together at the Coffee Bean one afternoon. "So far, we've got rumors of…what? Child labor in some of their African and East Asian operations…trade in blood diamonds out of the Congo and Sierra Leone…dealing technology to groups like Latveria, Magneto and the Leader…and just how the hell is he getting ahead of groups like Roxxon and Hammer Labs on the reconstruction contracts in Iraq?"

"That's just what we've heard so far," Gwen shook her head. "Still, they're just allegations, nothing more…right?"

"Well, I've begun digging through the _Daily Bugle_'s foreign correspondence and what we've been picking up on the newswires," Phil Urich said thoughtfully as he rubbed his chin, "but so far everything looks above board. Whoever Pruitt's PR man is, it's like he's a freaking wizard or something."

"So that's it?" Julia asked in surprise. "The Bugle hasn't been able to dig anything up?"

"Well, we haven't been able to do too much on the Pruitt file anyway," Urich reminded her bluntly. "Jameson's been so dead-set on proving connections between the Friends of Humanity and Senator Robert Kelly, that he's had us working around the clock on that before anything else," he explained for Gwen's benefit.

"Why are you guys so interested in Pruitt Enterprises, anyway?" Phil wondered as he leaned back in his chair.

"Something just doesn't seem right about them," Gwen shook her head. "You know how we've gone after Roxxon, Oscorp, Hammer Labs, or Utrecht Industries, right? Companies like Stark Enterprises and Richmond Industries are the good ones, they don't pull the same kind of crap the others do. But everything we've been hearing about Pruitt Enterprises is just as bad."

"And it's happened so soon, so fast," Julia noted. "All these things suddenly happen at once, and all of a sudden Pruitt Enterprises comes out of nowhere to become the hottest thing on Wall Street. Is that really a coincidence?"

"I don't know…" Phil hesitated.

"There've been some other rumors I've been looking into," Julia frowned, "about Harold Pruitt's dealings with Senator Thomas Finster. Maybe Jameson will be more interested in that?" she asked ironically.

* * *

Even as he sat waiting for Mr. Johann Schmidt in the fancy South American hotel, Mr. Jyn could feel that something was wrong. In many ways, of course, he was well aware of everything that was said about him and his dealings, but he also knew how great a threat they posed to his activities.

And this current threat could pose a serious complication.

He carefully gazed at his hand, turning it over as he mulled how best to approach the problem.

One finger would likely suffice for the nonce.

* * *

"It's a nice day, isn't it?" Alyssa asked Rick, snuggled up against him on the sofa as they looked out over New York City through the window of her apartment. "Think the snow might melt soon?"

"And then the roads will be even worse than before?" Rick asked her ironically, his arm draped around her shoulders.

"Well, at least we won't have to wear those bulky coats and jackets anymore," Alyssa shook her head. "I don't know how the superheroes handle it-I mean, they're all just wearing spandex and tights!"

"They probably get plenty of exercise to keep warm," Rick grinned. "Apparently there was a huge jailbreak at Attica Prison a couple of weeks ago, and a lot of the supervillains who were incarcerated there escaped. Cyrus told me all about it-the Beetle, the Shocker, 8-Ball, the Vulture, Stilt-Man, Blacklash, the Porcupine and a bunch of other guys broke out on New Years' Eve. Some guy called the 'Trapster' organized it all, apparently."

"So how come we haven't seen these guys looting and plundering New York?" Alyssa wondered.

"Who knows?" Rick shrugged. "Most of them are probably living it up in Florida or someplace like that, or they moved to a city where there aren't as many heroes."

* * *

"Is something the matter, Mr. Hagrees?" Fancy Dan asked the tall, red-headed man as he recalibrated a large mechanical device in the brightly lit room, ringed with computers and strange mechanical equipment that made it resemble a strange cross between a computer lab and a garage. As one of the Enforcers, the lieutenants who handled the day-to-day business of the Kingpin's criminal empire, Fancy Dan was in charge of internal affairs and administration, recruiting and promoting the criminals and support staff of his employer's syndicate.

"Well, I don't know…" Jeff Hagrees shook his head doubtfully. "I mean, I don't meant to sound ungrateful, but…" More commonly known as the costumed criminal 8-Ball, Hagrees had been incarcerated in Attica Prison after his defeat by Sleepwalker until his escape on New Year's Eve with many of the other supervillains of Attica Prison. His search for lower-profile employment had led him to be hired by the Kingpin as one of the crime boss's engineers and weapons designers.

"But what?" Fancy Dan prompted.

"I fucked up the last time I took on Sleepwalker," Hagrees muttered, as he returned to working on the device, tightening it with a recalibration wrench. "I wasn't able to destroy him, so how come the Kingpin was willing to give me a job after I failed?"

"Oh, you didn't fail, Mr. Hagrees," Fancy Dan grinned. "In fact, I can say that the Kingpin was quite pleased with your efforts, and you did exactly what he was hoping you would."

"But I didn't destroy Sleepwalker," Hagrees protested.

"The Kingpin always thinks five moves ahead of his opponents," Fancy Dan said enigmatically, a wide grin crossing his face, "and always takes variables into account. If you had killed Sleepwalker, all would have been well and I am certain the Kingpin would have found further assignments for you. Even if Sleepwalker defeated you, the results of your activities as 8-Ball nevertheless were to the Kingpin's advantage, and he has seen fit to reward you with this position as one of his engineers."

Jeff Hagrees was about to ask what he meant, before he shrugged and decided there was no sense looking a gift horse in the mouth. He recalled how the Kingpin had ordered him to rob a post-modern art show by some nobody artist at some third-rate gallery and firebomb a hospital, both during his second crime spree as 8-Ball, both of which he had successfully pulled off before Sleepwalker eventually stopped him. Neither activity had seemed very profitable, but the Kingpin had paid him $40,000.

How the Kingpin could have profited from these things, Hagrees had no idea.

Nor did he particularly care, smiling as he returned to work with a renewed vigor.

* * *

Rick and Alyssa lay on the sofa for quite a while, as the sun set and darkness crept over the New York skyline. Alyssa seemed to have fallen asleep in Rick's arms, even as Rambo was similarly dozing at the edge of the couch. Rick himself continued to stare out the window at the glittering New York lights, before his gaze was suddenly caught a streak of light passing through the night air. Gently setting Alyssa down and walking to the window to get a closer look, Rick was surprised to see the streak was a multicolored rainbow trailing behind what looked like a female figure glowing with the same rainbow lights and flying through the air.

Suddenly, Rick felt a wave of dizziness overcome him, as Sleepwalker tried to alert Rick of the necessity of releasing him.

"No, not here!" Rick shouted involuntarily. Rambo looked up in surprise as Rick staggered, even as Alyssa woke up in alarm.

"Rick?" she mumbled as she tried to figure out what was going on. "Why are you-"

"No! Just a minute! I've got to get back to-" Rick was saying to himself, before he cursed out loud and ran for the door.

"Rick, what's going on?" Alyssa asked in alarm, as she tried to follow him, Rambo right behind. She barely got out into the hall before Rick ran back into his own apartment and slammed the door in her face, locking it despite her attempts to get in and follow.

"Rick!" Alyssa pleaded, slamming on the door. "What are you-" she began, but there was no answer. Frantic with worry, she ran back into her own apartment, intending to get her cell phone and try and reach Rick.

As she ran for the windowsill where she had left the phone, she happened to glance out of the corner of her eye and see a shocking sight-a tall, gaunt green-skinned entity dressed in blue clothing with a dark purple cloak, hood and arm and leg wrappings, with insect-like compound eyes that glittered in the night, emerging from the window in Rick's apartment. Apparently too intent on pursuing the trail of rainbow light to notice her, the creature did not seem to notice her as it took off into the night.

Alyssa Conover stood there for several minutes, her mind whirling as so many things seemed to suddenly make sense, and so many things suddenly no longer seemed to make sense.

It was not until she stumbled over the couch and fell into a sitting position that she realized she had staggered backwards without realizing it.

She could only continue to stare at the ceiling, as Rambo barked and ran around, confused by what had happened.

The New York Stock Exchange on Wall Street was one of the prime financial centers of the world, where billions of dollars in trades were carried out every single day. Even with the rise of superhuman crime in the last several years, as supervillains attracted by the city's wealth attempted to steal some of it for themselves, New York's financial services remained as vibrant as ever, built on a foundation developed over centuries of expansion and development.

The traders who were working that day had seen many strange sights in their city over the years, but perhaps none so surprising as the streak of light that crashed through the ceiling and finally came down to hover above them, taking the shape of a slim young woman glowing with rainbow light, the colors shifting all around her with a life of their own. They could only stare dumbly as she laughed out loud.

"Oh, Ward, if you could only see me now," the rainbow-glowing woman smiled as she looked around at the stunned traders. "I suppose some of you little Eichmanns had to have survived…I guess it's up to me to finish the job!"

"What are you talking about?" one of the traders demanded in bafflement.

"I'll be taking back your blood money," Spectra said simply, "and then I'm going to destroy you all." Her hands began glowing with energy, one yellow and the other orange, as she prepared to fire.

_"You shall not attain the opportunity, Spectra!" _Sleepwalker shouted as he plunged into the stock exchange and deflected her light beams with his warp vision.

"Sleepwalker!" Spectra shouted, firing a blast of kinetic red energy that the alien dodged, before she caught him with a burst of burning orange light, that caused him to shout in pain. "I might have known that you'd be ready to defend these bloated pigs!"

Sleepwalker did not reply, except to warp some of the tall display cases and monitors around him in an attempt to entangle Spectra. As she used her razor-sharp yellow light to cut herself free, the guardian of the Mindscape flew in and struck her with a one-two punch combination that left her stunned and falling to the floor. As Sleepwalker flew down to catch her, she created a solid barrier of red light behind which she flashed a burst of her illusionary green light, and seemingly vanished, even as she conjured a bevy of flashing lights and sounds to confuse the alien.

Cursing, Sleepwalker looked around frantically, trying to ignore the panicking traders and bystanders as he tried to figure out where Spectra would strike next. A burst of purple light struck from his right before he could react, stimulating the pain impulses in his nervous system until he began writhing in agony, unable to defend himself from the burning orange light Spectra then seared him with or the solid battering ram of red light she used to slam him into a row of computer monitors with a loud crash. Stunned, Sleepwalker staggered to his feet as he warped the debris into a barrier to deflect the freezing blue light Spectra tried to use to slow him down, noting how the metal became cold and brittle under the effects of the light.

Shattering the broken debris with his warp beams and then using them to fling the wreckage at Spectra, Sleepwalker caught her as she blasted them away and then flung her into a large wooden desk, which splintered under the force of the blow as Spectra created a barrier of red energy to shield herself. Looking around, she saw Sleepwalker charging at her and instinctively radiated a field of purple light to protect herself, before Sleepwalker stopped short and warped the ground beneath her to come up and entrap her as she struggled to free herself. Even as Sleepwalker continued to maintain the pressure, Spectra focused her white light in a concentrated burst at the alien, attempting to hypnotize him the way she had the prison guards at the Raft.

Spectra could not have known that a resident of the mental plane like Sleepwalker was exceptionally resistant to mind control and other mental attacks, and so the alien threw off the spell, but he lost critical seconds as he struggled to resist. Spectra broke free with another burst of red light and focused it into a concentrated burst that held Sleepwalker in place as she tore into him with her sharp yellow light. Even as the alien deflected her yellow light with his warp vision, Spectra used her red light to fling Sleepwalker into the far wall with a heavy crash and flew after him, determined to finish the alien off and then loot the stock exchange-he had cost her too much time already.

As Spectra prepared a blast of purple light to override Sleepwalker's nervous system and keep him from resisting, the alien looked to his left to a set of large glass doors, which he focused on with his warp beams. Stretching the glass out and reshaping it as quickly as he could, Sleepwalker fashioned it into a large mirror-like prism that refracted the light and sent it washing back over Spectra. Stunned by her own light, Spectra recoiled in agony and collapsed to the floor, her entire body stinging uncomfortably as her nervous system reacted to the purple light. As his foe collapsed, Sleepwalker stood up and used his warp beams to once again raise the group to entrap her, encasing her up to the neck until she could not move.

_"Why do you continue this to engage in this struggle, Spectra?" _Sleepwalker asked her as the police came in and placed the power-restraining shackles on her, even as he used his warp beams to free her from the concrete prison he had encased her in. _"Why do you perpetrate this cycle of violence and misery?" _

Spectra stared sullenly at the floor, images passing through her head of friends being beaten by corrupt police, Oscorp pollution poisoning the rivers and the land, hungry children falling asleep on cold, hard floors. Then, as if she was coming out of a trance, she looked back at Sleepwalker.

"You want to know who causes all the violence and misery?" she spat in disgust as the police led her away. "Take a look around."

* * *

Rick woke up some hours later, blinking at the clock radio. Stretching as he got to his feet, he cursed inwardly as he realized that he had abandoned Alyssa for no reason, and knew she would be furious. Hoping she would still be home, he left his apartment and tried the door of hers, finding to his surprise that it was unlocked.

"I knew you'd be back," he heard Alyssa say as he made his way in. As he looked around, he found her still seated on the sofa where he had left her, her back to him.

"A…Alyssa?" Rick began tentatively.

She didn't turn around.

"It all makes sense now," Alyssa said absently, still staring out the window as she petted Rambo, who was curled up in her lap.

"…What does?" Rick asked, as a sickening feeling began in the pit of his stomach.

Alyssa did not respond.

"Aly…please…look at me…" he pleaded.

Alyssa remained silent.

"Alyssa!" Rick finally said, as he came over and sat down on the couch next to her, where she finally turned to look at him. To his amazement, her eyes were sad and haunted, marked with a recent shock.

"I know all about it," Alyssa began.

"All about what?" Rick started.

Alyssa closed her eyes and took a deep breath as she sighed sadly.

"I know you're Sleepwalker."

(_**Next Issue:**_ Rick finally tells Alyssa the truth behind his odd behavior of the past several months, sharing his secrets for the first time. But how will Alyssa react to Sleepwalker's presence in Rick's mind? And how will Sleepwalker explain himself to Alyssa? All this and more in _Sleepwalker #34: To Tell the Truth!)_


	37. To Tell The Truth

Rick simply stared at Alyssa in blank amazement as he tried to make sense of what she was saying.

"You…know...I'm Sleepwalker?!?" he asked in shock.

"I saw you climb out of your apartment window in that purple and blue costume of yours," Alyssa replied, as she closed her eyes and sighed.

"But…Aly…no…you don't understand," Rick said, as his head whirled.

"I think I understand just fine," Alyssa said, folding her arms. "You could have been killed a dozen times over with what you've been doing."

"Aly…no, it's not like that…" Rick fumbled desperately.

"What do you mean?" she demanded. "I know what I saw, and I saw you emerging in a costume to go fight some psychotic supervillain. What I don't get, though, is why. What possible reason could you have to be putting on that green fright mask and running around picking fights with supervillains? Is it because of your powers?"

She didn't seem angry, just hurt, shocked and confused. Rick stood up and took several deep breaths.

"Rick, please…why wouldn't you tell me? What was so bad about it that you couldn't tell me, tell us? We're your friends!" Alyssa continued plaintively.

Rick felt a piercing headache developing, as he gripped the edge of the couch to steady himself. Finally, he closed his eyes and took one final breath.

"You really wanted to know what happened back in October? Why I've been acting the way I have?" he asked, taking her hands in his.

Alyssa nodded.

"Then I'm going to tell you everything. Everything that's happened, everything I went through, and why I couldn't tell you."

* * *

SLEEPWALKER #34

"TO TELL THE TRUTH"

* * *

"First of all," Rick began, "I'm not actually a superhero. I don't have any special powers, I haven't been the one fighting supervillains."

"Then who was that I saw coming out of your window?" Alyssa asked in confusion.

Rick swallowed hard.

"He's a Sleepwalker."

"What?" Alyssa blinked in surprise.

Rick took several minutes to explain to Alyssa about the Mindscape, the Sleepwalkers' role in protecting the minds of humanity, and Sleepwalker becoming trapped in his mind. At first Rick was hesitant, but he soon found himself eager to tell Alyssa about everything that had happened.

"So let me get this straight," Alyssa said. "This alien from another dimension, who protects our minds from being invaded by demons and monsters, has become trapped in your mind and can't get home, and he's been fighting crime when he comes into our world?"

"That's pretty much it," Rick nodded.

"You mean you've had this thing living in your head for the last four months?" she gasped.

"I had no idea how you'd react," Rick said sadly, "but I figured it wouldn't be good. You'd all think I was a freak, or just plain crazy."

"Oh my God…" Alyssa breathed. "Rick…I…I'm so sorry…"

They sat in silence for some time, before Alyssa spoke again.

"This…Sleepwalker," she began. "Can't you get rid of it?"

"We've tried," Rick said. "So far, nothing's worked. Sleepwalker said he'd gotten Reed Richards to look into the problem, but there isn't much else he or I can do."

"But why do you even let this thing stay in your mind in the first place?" she asked him. "Why are you letting it out at night?"

"What else can he do?" Rick asked. "Fighting monsters is all Sleepwalker's ever known. It's the only way his life can have any meaning with what's happened."

"Why the hell should you care what he thinks?" Alyssa demanded. "This thing just about ruined your life!"

"He never meant for it to happen!" Rick argued. "And besides, he's done a lot of good. I mean, look at how many supervillains he's caught, and how many lives he's saved. Hell, he's saved Julia's life twice! Without him, Lightmaster probably would have killed her!"

Alyssa paused at this.

"He really did that?" she asked in surprise.

"Yeah," Rick said. "Remember how Julia's old place got destroyed? I let myself get flung down the stairs so I'd stay knocked out and Sleepwalker could help Julia without my waking up."

Alyssa raised her eyebrows in surprise.

"And he caught that Psyko thing, that freak that killed Mom and Dad," Rick said.

"That Psyko creature killed your parents?" Alyssa turned pale. "That white-skinned freak that started all those riots in New York last November?"

Rick nodded.

"I didn't realize," Alyssa said slowly.

"And think about what Sleepwalker's going through too," Rick said. "He's pretty much alone in this world. Everything he knows, everything he loves, hell his whole life, are all back in the Mindscape. All he's got left is coming out is fighting crime and protecting people the way he did back home."

Alyssa felt silent once again as she thought this over.

"…Can I talk to him?" she finally asked.

"What?" Rick blinked in surprise.

"I just want to meet him, face to face," Alyssa replied. "If he's a part of your life, I should get to know him, right?"

"I'll have to fall asleep for it," Rick warned her. "I can't stay here-if your conversation wakes me up, Sleepwalker will be pulled back into my mind."

Alyssa nodded, and Rick left her apartment. In less than a minute, Alyssa heard a knock at her window and let in the tall, lanky green creature with the glittering purple compound eyes she had first seen and assumed was Rick Sheridan in a costume-the Sleepwalker.

"So, you're the Sleepwalker in Rick's head?" Alyssa asked him, trying to keep her voice level although the edge in it was as clear as day to Sleepwalker.

_"Precisely so," _Sleepwalker nodded.

"What do you have to say for yourself?" she demanded.

_"What would you have me say?" _Sleepwalker asked her.

"That you're sorry for ruining Rick Sheridan's life," she accused him. "For living in his mind like a goddamn parasite. For forcing my boyfriend to keep secrets from the people he cares about, because he was too scared of how he thought we'd react. For not doing your fucking job right in the first place and having that Cobweb demon trap you in his mind. If you hadn't done that, none of this would have happened!"

Sleepwalker stood in silence for some time.

_"There is nothing that I can say that can alter the fundamental veracity of your words," _Sleepwalker finally said. _"I have brought shame and dishonor to my people and my heritage through my reckless disregard for my duties. My only recourse at the present time has been to attempt to atone for my sins by protecting the physical bodies and possessions of the human race as I have defended their minds and psyches in the past, and to discern a means by which I might return to the Mindscape. I have defeated many of what are colloquially referred to as 'supervillains', and saved the lives of many innocent humans, among them your friend Julia Winhill. I have done so before, and I shall do so again, until such time as I may return to the Mindscape or until I perish at the hands of an enemy, whichever may first occur." _

Alyssa sat impassively as Sleepwalker spoke. When she finally replied, her voice was both calm and collected.

"There's a part of me that hates you for what you've done to Rick, and for everything you've put him through," Alyssa began. "But then I remember how you protected Julia, and all the people you've helped. I can see that Rick's come to accept you for what you are, and that you're trying to set things right. If you're a part of Rick's life, then that means you're a part of mine, too. I don't have to like it, but that's the way it has to be. I just want you to promise me one thing."

_"What is it that you would have me do?" _Sleepwalker asked.

"Promise me that, no matter what happens, nothing will happen to Rick. Promise me that, if and when you finally return to the Mindscape, he'll be alright. Promise me you'll keep him safe."

_"So do I swear by the sacred thoughts of the Silent Ones, the most solemn of oaths my people may take. I swear also to protect you and yours as well, for as long as you are Rick's beloved, if you will accept my doing so. In so doing, I may make amends for my disgraceful conduct and prove myself worthy of your trust," _Sleepwalker said quietly, bowing to Alyssa.

Alyssa nodded once, before she left her apartment and went next door to Rick's taking Rambo with her. Finding Rick asleep on the couch, she shook his arm and woke him up, before she put her arms around him.

"Alyssa…?" he asked in surprise.

"I can't imagine what you've been through ever since this happened," Alyssa said to him, putting her finger on his lips. "I just want you to know that I love you. I just want you to know that I'll always be here for you. I just want you to know that whatever happens, I'll help you through it."

"Aly…" he began, before she put her finger on his lips again.

"You don't need to say anything," she assured him, as he leaned on her shoulder. "All you need to know is that you're not alone anymore."

For the first time in a long, long time, Rick Sheridan was truly at peace, as he fell asleep in the arms of the woman he loved.

(_**Next Issue:**_ Rick's life finally seems to be back on track, as he returns to his studies and his work at the _Daily Bugle _with a renewed strength. Sleepwalker also realizes the advantages of working at the newspaper, as the rumors Rick overhears lead him to confront the murderous schemes of the Serpent Society! All this and more in _Sleepwalker #35: Snakes and Ladders!_ Guest-starring the Spectacular Spider-Man!_)_


	38. Snakes and Ladders

"You seem cheery this morning," Peter Parker commented to Rick Sheridan as the latter stepped into the _Daily Bugle _city room one afternoon after classes let out. "I take it you haven't received your first paycheck yet?"

"Pardon?" Rick asked.

"Never mind," Peter shook his head, "that's just something all the new employees here get asked. So you're settled in alright and everything?"

"Yeah," Rick nodded. "After everything I've been through these last few months, I finally managed to get everything on track."

"Good to hear," Peter smiled. "What's Glory Grant got you working on?" he asked, following Rick to his desk as the latter sat down and booted up his work computer.

"Lots of stuff from that Ben Urich guy," Rick frowned. "His notes always stink of-"

"Smoke?" Peter finished for him. "Yeah, he never goes anywhere without that old corncob pipe. Apparently it's even older than we are."

"More than I needed to know," Rick said half-humorously as he glanced through the handwritten notes Ben had left for him. "Why does he write everything in longhand?"

"He's an old-school kind of guy," Peter replied. "He doesn't really like a lot of modern technology, like Blackberrys or iPhones. He only blogs because Jameson forces him to."

"Can you imagine what that scenario must have been like?" Rick grinned. "I can just hear Jameson screaming now-"

"PARKER!" came J. Jonah Jameson's roar from halfway across the room, causing Rick to jump in surprise and almost fall out of his chair. "I want an update on the status of our computer network's firewalls! Get in here, now!"

"You just had to say it," Peter sighed, as he headed for Jameson's office. "You just **had **to say it…"

* * *

SLEEPWALKER #35

"SNAKES AND LADDERS"

* * *

Guiltily, Rick returned to work as a pungent smell reached his nostrils. Without looking up, he could already tell who was standing in front of his desk.

Ben Urich was a hard-bitten journalist with more than thirty years' experience as the _Daily Bugle_'s crime reporter, and he looked every day of it. From his wrinkled trenchcoat and rumpled tie to the old and dirty pipe clenched between his tobacco-stained teeth, to his salt-and-pepper hair to his rheumy grey eyes, Urich reminded Rick of a character from a Dash Hammett novel, looking like the kind of hard-boiled detective that spent his evenings in dimly lit bars or dark alleys while tracking down clues. With three Pulitzer prizes to his name, Urich was one of the secrets to the _Daily Bugle_'s longtime success, particularly in exposing stories other newspapers wouldn't touch.

"Got a moment, kid?" Urich cut in, reaching onto the desk to take back his handwritten notes before Rick even had a chance to look up.

"These notes are no good," he said, stuffing them into his briefcase, again before Rick had a chance to see anything. Retrieving a second set of notes, Urich unceremoniously dropped them onto Rick's desk. "I had to go back and redo them after Daredevil caught that Screaming Mimi character. I'm sorry to do this, but Jameson'll have both our asses in a sling if the story doesn't come out right," he continued, as Rick picked up the loose pile of papers and looked through them.

He was so busy trying to decipher Urich's handwriting that he didn't notice Peter coming back and dropping another sheaf of papers onto his desk.

"Jameson asked me to bring this over to you," Peter said apologetically as Rick's eyes widened. "He wants it added to the stuff Kurt Wagner's doing on the Graydon Creed story."

"Creed, huh?" Ben Urich smirked. "Then Jameson's gonna love what I just found out this morning."

"Come again?" Rick asked.

"The Friends of Humanity are at it again," Ben explained, referring to a well-known anti-mutant hate group. "Last week there was some big street fight between some of the Friends of Humanity and a group of construction workers. Seems there's this guy named Buford Wilson, or 'Beef', as his coworkers call him, who's a superstrong mutant. He uses his powers to help in his day job, doing a lot of the heavy lifting and stuff."

"Turns out Beef's worksite was picketed by some of those whackjobs from the Friends of Humanity, who didn't like seeing a mutant working alongside humans. Beef's coworkers didn't appreciate seeing their buddy insulted, words were exchanged, and then blows were exchanged. The rest of the construction workers beat up those protesters from the Friends, drove them away. Now, the Friends are so pissed off at these 'race traitors', as they call them, that they're sending some assassins to punish them. It's supposed to go down tonight at Ned's Bar and Grill, which is where most of those construction workers hang out after work."

"…Assassins?" Rick asked incredulously.

"You know the Westboro Baptist Church?" Ben asked, as Rick and Peter scowled in response. "Yeah, well the Friends of Humanity are the anti-mutant movement's equivalent. If they had their way, every mutant in the country would be enslaved or killed," he spat in disgust.

"Jameson's got a real mad-on for the Friends of Humanity," Peter explained. "He's been running Kurt Wagner, our Washington correspondent, ragged trying to track down all the Friends' connections in the government, especially how their leader's been donating money to that one senator's election campaigns-Robert Kelly, I think his name is."

"And they're going to come after us sooner or later," Ben said grimly, as he filled and lit his pipe. "These construction workers are just the start of it, believe me."

Had Ben not turned his back on them as he left, he would noted the grim, contemplative looks on the faces of both Peter and Rick, who were both too wrapped up in their own thoughts to notice each others' expressions.

* * *

Fortunately, Rick had no homework that night, and Alyssa was at her evening dance classes, which left him free to fall asleep on the couch after mentally asking Sleepwalker to knock him out.

Manifesting within his mind, Rick's consciousness stopped Sleepwalker before the alien could pass into the human world. The alien blinked in surprise and turned back to Rick, looking at him in confusion.

_"Is it not your desire that I travel to this business establishment known as 'Ned's Bar and Grill', so as to defend the humans there from any attacks that these Friends of Humanity may have planned against them?" _Sleepwalker asked him.

"Yeah, but I just need to talk to you first," Rick said. "How did it go with Alyssa?"

_"She has come to tolerate my presence in your mind," _Sleepwalker assured him.

"Tolerate?" Rick asked in surprise. "How do you mean?"

_"It is of no importance," _Sleepwalker insisted, as he tried to brush off Rick's attempts to stop him. _"Unless you have any further concerns, I must depart." _

"Hold on, Terren'sk," Rick grabbed him again, switching to the Sleepwalker language to address the alien by his proper name. "What do you mean, she tolerates you?"

_"She realizes that I have a presence in your life, and is prepared to accommodate it for your own sake," _Sleepwalker said, looking as if he wanted to leave. _"You were yourself comforted by her in that regard, were you not?" _

"Yeah, I was, but-" Rick began, before Sleepwalker interrupted him.

_"Then we have nothing further that warrants discussion," _Sleepwalker replied brusquely. _"From this moment, I would ask that you refrain from employing the Sleepwalker tongue in my presence, and to cease addressing me with the name given to me at birth." _

"Wait, what-" Rick blinked in surprised, but the alien was gone through the portal and into the human world before he could say anything else.

He suddenly felt a chill, as he recalled what Sleepwalker had told him after they had returned from the Mindscape and their first efforts to break their fusion had failed.

_"Terren'sk…I…I'm sorry…" Rick began. "I…" _

"_Terren'sk…"__ Rick's companion answered slowly. __"In another life, I knew someone who was called Terren'sk. And I…"_

"_Are…are you…" Rick started. _

"_I am the Sleepwalker who can no longer remember his name," __Sleepwalker said in a cold, grim voice, before flying to the passage leading into the human world and disappearing from Rick's mind. _

* * *

Ned's Bar and Grill was like any number of local neighborhood bars across America, a place where blue collar types went to hang out after a hard day's work or to watch a sports game on television. Tonight was no different, as many of the local residents had gathered to watch the NFL conference championship games, despite their disappointment at the New York Giants and New York Jets having been eliminated some weeks before.

One of these residents was a man named Buford Wilson, also known as "Beef" to his buddies because of his eight-foot height and tremendous superhuman strength. A mutant whose powers enabled him to press more than thirty tons and possess a remarkable resistance to injury, Wilson had put his strength to good use as a construction worker by helping with heavy lifting and other more hazardous tasks. His sense of humor, as well as the fact he was always willing to buy the first round after work, had made him popular with his coworkers.

Unfortunately, not everyone liked the presence of a mutant working and using his powers in broad daylight. The Friends of Humanity had taken to picketing Wilson's construction sites, throwing things and shouting obscenities at the workers. While Wilson himself did his best to ignore their taunts, some of his baseline human friends took exception to the Friends' insulting their pal, and the resulting street brawl sent two of the Friends to the hospital and led to three more getting arrested on charges of disturbing the peace.

Now, as Sleepwalker had heard through Rick's ears during the day, the Friends were planning some sort of assassination to retaliate against the workers for attacking them. Hovering in the darkened sky, the alien looked in every direction for the anticipated assassins, ready for an attack at any time.

"I didn't think I'd have a wingman for this mission," he heard a familiar voice say from behind him. Whirling around, Sleepwalker was surprised to see Spider-Man lowering himself on a webline as he came down to the alien's eye level.

_"You share my concerns about the possibilities of an assassin's strike?" _Sleepwalker asked the web-headed hero.

"Looks like it," Spider-Man replied grimly, as he followed Sleepwalker down to the roof of the bar. "I've dealt with those psychos in the Friends of Humanity before-if you piss them off, there's no telling what they'll try to do to you. The last time I got mixed up with them, I-" Spider-Man suddenly snapped to attention as his spider-senses began tingling, looking left and right in alarm.

"It's go time, Sleepy!" Spider-Man said. Even as he said this, Sleepwalker noticed a tall, thin figure emerge from the darkness in the alley behind the bar and blow open the establishment's back door, even as a huge shadowy _something_ emerged from the sewers in the streets in front of it.

_"I shall confront the monstrosity attacking from the front!" _Sleepwalker said, leaping off the roof to land on the street in front of the bar even as Spider-Man nodded and did the same to drop into the alley behind the building.

* * *

It resembled something out of the Mindscape, a hideous monstrosity almost twelve feet tall that seemed to combine the worst traits of man and snake. The creature was humanoid in appearance, covered in a sickly green hide with long taloned claws protruding from its hands, even as a bright green fin crested its head and continued down its back, before finally culminating on the back of a long, whiplike tail covered in spikes. Cold, lifeless white eyes stared back at Sleepwalker's own glowing compound orbs, betraying not the slightest hint of emotion.

_"By what sobriquet do you address yourself, monster?" _Sleepwalker asked it as his eyes began to flare with light from his warp vision.

The creature's only response was to charge forward, lashing out at Sleepwalker with its lightning-fast tail.

* * *

No sooner had the dark-clad figure entered into the back room of the bar than Spider-Man immediately dropped in behind him, causing the figure to turn around in alarm, even as the cook and two waitresses stared in blank surprise. From his snakeskin-patterned gloves and boots, to his purple chest protector and stylized cobra's crest as a helmet, there was no mistaking King Cobra.

"Spider-Man?" the serpentine killer grinned. "Is this our lucky day or what?"

"That depends," Spider-Man shot back. "I'd say Whacking Day came a bit early this year," he quipped, wasting no time in spraying his webbing in a wide arc as the kitchen works fled in terror.

Impossibly, the Cobra bent, twisted, and contorted himself around Spider-Man's webs, bending his body in ways that would have broken any normal human's joints. Grinning wickedly, he raised his specially designed wrist shooters, firing a series of wicked-looking darts that the science-savvy Spider-Man recognized as deadly cobra venom.

Several darts flew at Spider-Man.

Others flew at one of the waitresses, who had slipped on the beer the other server had dropped when she fled and was only now getting to her feet.

* * *

Sleepwalker heard shouts and screams behind him as he dodged the first flew blows of the creature's tail, as several of the bar patrons tried to escape out the front door, only to realize that the streets outside were just as dangerous.

Focusing his warp beams on the street, Sleepwalker twisted them up to grab and entangle the monster's tail, making the binding both durable and elastic so the thing could not simply use its monstrous strength to break free. As Death Adder struggled to escape, Sleepwalker charged in and smashed it in the face with a hammer he had crafted with his warp vision from the concrete street. The disgusting thing seemed to recoil in pain before it struck back with its claws, which Sleepwalker barely managed to dodge before slamming its outstretched hand with his hammer.

Pulling back to line up another strike, Sleepwalker was surprised to see Death Adder simply follow his movements with its lifeless eyes, before a mouth suddenly seemed to form in the center of its face as it spat a dark green liquid at the alien. Caught off guard, Sleepwalker took a full face of the stuff and began screaming in pain as the toxic venom burned his face and arms. Dropping his hammer, he sank to the ground as Death Adder finally freed itself and slammed him head on with its tail, sending the guardian of the Mindscape crashing into a nearby streetlight, which bent almost in half under the force of the impact.

Sleepwalker gritted his teeth against the pain as he struggled to his feet, seeing Death Adder spraying its poison in a wide arc to keep any of the bystanders from escaping before turning its attention back to Sleepwalker. The monster raised its tail to crush the alien hero, but Sleepwalker quickly rolled out of the way and turned his warp vision on the broken streetlamp, twisting it so it trapped first Death Adder's tail and then his whole body. As he dodged another blast of poison, Sleepwalker continued to focus his warp energy on the metal of the streetlight, increasing its tensile strength so that even it could not escape.

Finally, he turned his powers back on the street itself, shaping the asphalt into a large club that moved with an energy all its own. As he continued to move the asphalt with his warp beams, Sleepwalker used it to viciously beat Death Adder, eventually battering it into unconsciousness before returning the twisted and broken street to normal before gathering up some snow with his warp vision and using it to wash what remained of the snake venom off his body.

* * *

Springing through the air to dodge King Cobra's poisonous stings, Spider-Man managed to use his webbing to snag the stings aimed at the waitress, who stumbled again, paralyzed by fear. Unfortunately, Spider-Man left himself vulnerable as he focused on protecting the young woman, and couldn't avoid the capsules King Cobra threw in his direction, which exploded as they hit the kitchen counter and released a paralyzing gas.

Spider-Man's head swum as his body suddenly began feeling limp and numb from the effects of the gas. As he struggled to stay standing, Spider-Man felt his spider-senses suddenly begin tingling once again as King Cobra tackled him, using his own superhuman strength and bizarre contortioning powers to keep the wall-crawler from breaking free. A flick of King Cobra's wrists revealed long, slender blades set behind his hands, which he used to cut into Spider-Man, grinning wickedly as the arachnid hero felt the searing pain that the special snake venom on the ends of the blades caused to its victims.

Dizzy with pain, Spider-Man did the only thing he could think of, leaping into the air and spinning a web to connect to the ceiling. Swinging around the kitchen like a piñata, Spider-Man slammed himself and King Cobra into the hard walls and twisting so King Cobra took the brunt of the impact.

King Cobra's bones and muscles were exceptionally resistant to damage, and could almost never be broken or torn, but he could be dizzied and stunned like anyone else. Semi-stunned as Spider-Man drove him head first into a cabinet, he began to relax his grip, allowing the wall-crawler to finally break free.

Adrenaline overcame the stinging poison in his system as Spider-Man pummeled the now-staggering King Cobra. The rapidly weakening villain struggled to fight back, but then Spider-Man tore off his armor and deadly gloves, knocking him senseless with one final punch before stringing him up with his webbing.

Slinging the now-stunned King Cobra over his shoulder, Spider-Man entered into the main room, where he was greeted by the bar patrons, who began cheering him as he walked up to the bartender.

"Have you called the cops?" Spider-Man asked him.

"Yeah, right after everybody started screaming about that giant snake-thing out front," the barman replied. "What were they trying to do, anyway? Rob my bar?"

"No they weren't," a deep voice boomed from behind Spider-Man, who turned around to see a huge man almost eight feet tall, with thick rippling muscles, reddish-brown hair and a sunburned complexion coming to join them.

"Whaddaya mean, Beef?" the barman asked.

Spider-Man looked from the barman to the large, muscled man in confusion.

"That's your name? It sure suits you," he said wryly.

"Nah, that's just what everyone calls me," the tall man grinned. "My real name's Buford Wilson. I'm one of those mutants you probably see on the news-three guesses on what my powers are."

"Yeah, you're the guy who was caught in the middle of that big riot by the Friends of Humanity last week," Spider-Man grimaced as he followed Beef out the front door, where Sleepwalker was waiting for them with an unconscious and bound Death Adder.

"Too bad we have to hand them over to the cops," Spider-Man grinned at Sleepwalker as he dropped King Cobra next to Death Adder and began writing a note using pen and paper from his utility belt. "Can you imagine how many snakeskin boots we could make from these guys?"

_"You would propose to slaughter these villains and use their skins for commercial purposes?" _Sleepwalker balked, as his eyes flared dangerously. _"I will not tolerate such a brazen attempt at murder-" _

"I think he was joking," Beef interrupted Sleepwalker, getting between him and Spider-Man.

"Don't worry about it, big guy," Spider-Man sighed resignedly as he handed his note and a pen over to Sleepwalker. "It's my fault for forgetting that Sleepwalker's the straight man."

Beef and Sleepwalker just stared askance at him.

"…And this is why I've never been on Conan O'Brien," the web-slinger rolled his eyes. "You mind signing the note, Sleepy?"

_These slippery snakes defanged and safe for handling, Compliments of Your Friendly Neighborhood Spider-Man, _Sleepwalker read, before reluctantly signing the note and handing it back to Spider-Man, who pinned it to the web confining King Cobra.

_"There remain several aspects of tonight's drama that I fail to comprehend," _Sleepwalker said to Beef and Spider-Man, as the police pulled up and proceeded to arrest Death Adder and the Cobra. _"Who engaged these miscreants in their attempts to murder you and yours? I understand that the Friends of Humanity were the clients, but these criminals manifest serpentine motifs the likes of which are unfamiliar to me." _

"Those guys are part of the Serpent Society," Spider-Man answered for him, "a group of snake-themed supervillains that banded together as an elite mercenary force for hire. They've got guaranteed pay scales, health plans, access to equipment and technology, and all kinds of other resources. They've done kidnapping, theft, murder, and everything in between all over the world."

"_It appears to me to be an absurd extravagance, to say nothing of a waste of resources, to contract such mercenaries merely to avenge a petty grudge," _Sleepwalker pointed out. _"Why would the Friends of Humanity go to such lengths?" _

"That's the thing about these crazy political groups," Beef sighed, putting his face in his hand. "They want recognition, and to get people to pay attention. Supervillains attract attention, and get all over the news. High-profile murders are the perfect way for psychos like the Friends to get media attention and intimidate people."

_Infinitely more than any of the entities of the Mindscape, _Sleepwalker realized, _humans are far and away the most contradictory and incomprehensible beings in the multiverse. _

The thought stayed with him for the rest of the night as he resumed his patrols.

* * *

"Rick!" Alyssa said in surprise as she emerged from the dance studio the next afternoon, seeing him there to greet her. "What are you doing here?"

"I brought some Chinese for my favorite dancing queen," he grinned, holding up the Wok Around the Clock Noodle Shop bags in his hand. "You hungry?"

"Starving," she replied, "and exhausted. My feet are all swollen," she winced.

"Well then, how about a foot rub when we get home?" he offered.

"…Why are you doing this?" she asked him, raising a curious eyebrow.

"Because of everything you've done for me," Rick replied with a smile.

After a moment or two, Alyssa began to smile in response.

(_**Next Issue:**_ Having revealed his secret to Alyssa, Rick begins to wonder whether this revelation has begun to affect her feelings towards him, based on her increasingly unusual behavior. Sleepwalker, meanwhile, finds himself caught in a race against time as Julia is attacked by the devious Mr. Jyn! All this and more in _Sleepwalker #36: He Said, She Said!_)


	39. He Said, She Said

"Hey, Aly!" Rick Sheridan greeted Alyssa Conover as they met after classes one afternoon early in February. Looking up in surprise, Alyssa stumbled back a bit before she blinked at Rick.

"What's wrong?" Rick asked her.

Alyssa paused for several seconds before replying.

"…Nothing," she said distractedly, before she fell silent. "I'm just surprised to see you here," she finally continued.

"What do you mean?" a puzzled Rick asked. "We always meet after class on Wednesdays. You have a rehearsal or something?"

"I thought you had work," Alyssa replied.

"I always have Wednesdays off," Rick pointed out. "Are you okay?"

"Yeah…" Alyssa hesitated. "I just have a lot on my mind, is all."

With that, she turned around and began walking away, leaving Rick standing there confused. Finally, Alyssa looked back over her shoulder at him.

"Are you coming, or what?" she asked him.

Rick ran to catch up, surprised by the edge in her voice.

* * *

SLEEPWALKER #36

"HE SAID, SHE SAID"

* * *

"Is something wrong?" Rick asked Alyssa, who pursed her lips and took a deep breath.

"No," she said unconvincingly, walking a pace or two ahead of him as he tried to keep up. "Like I said, I have a lot to think about."

"Is it something I can help with?" Rick persisted, putting a hand on her arm, before she turned around. He was startled by her eyes, which reflected a strain he had not expected.

"No!" she exclaimed, before calming down and speaking again. "No, you can't really help me…it's just something I need to work out for myself, that's all."

"Are you sure about that?" Rick persisted. "You know you can talk to me about anything-"

"…No," Alyssa started. "I…can't talk to you about this," she finished, before putting her finger on Rick's lips as he was about to say something else.

They fell into an awkward silence as they headed back to their apartment building.

* * *

Even if he hadn't bragged about it, it would have been easy to see that life had been good for Harold Pruitt. From his expanded waistline to the dreadfully expensive Armani suits he always wore, from his fleet of Ferraris to the gold rings and gem-encrusted silver watch on his clothes, from the Picassos and Rembrandts in his collection to his new mansions on the French Riviera and in the Cayman Islands and the half-dozen socialites hanging on his arms, Pruitt's wealth had dramatically grown in the last several weeks. Above and beyond all the other advantages of his newfound social status, Pruitt had been able to rub his success in the faces of Norman Osborn, Justin Hammer and Simon Utrecht, some of his most hated rivals.

It was after a night of doing just that at the Libertine restaurant that Pruitt made his way into his newly renovated office the next morning, still basking in the ugly scowls Osborn and Hammer had thrown his way. As always, Mr. Jyn was there to greet him.

"Morning, Jyn!" Pruitt grinned widely as he clasped the hand of his new best friend. "How was your dinner with Mugabe?"

"Oh, very good indeed," Mr. Jyn smiled. "He always has the most exquisite taste, along with money to burn."

"Yes, but then he didn't earn it fairly, like we did, right?" Pruitt asked before he burst out laughing, Mr. Jyn's smile growing ever wider.

"Quite so," he smiled. "The Secret Empire, Azania and Doctor Doom have all received our invoices. I should caution you, however, about the protests going on in Colombia opposing our oil drilling efforts. It appears that many of the opposition leaders claim that-"

"You got the Serpent Society to deal with it, didn't you?" Pruitt asked, as Mr. Jyn nodded, the smile never leaving his face. "Then what are you bothering me for?"

"We have another problem closer to home," Mr. Jyn noted, his smile disappearing. "You know the new factory we're setting up in Laos?"

"Which one? The one where we've got the kids working?" Pruitt asked, his own smile vanishing in an instant.

"We've got some muckracking college kid writing about it," Mr. Jyn frowned, leading Pruitt to his computer and showing him a _Daily Bugle _article he had accessed from the newspaper's website, that went into scathing detail about Pruitt Enterprises' child labor practices.

"That bitch!" Pruitt shouted angrily. "What's her name? Get the Serpent Society out here, and have them-"

"Her name is Julia Winhill," Mr. Jyn informed his boss, "and I would advise against such a blatant attempt on her life. Even if it were successful, it would almost certainly attract the attention of the authorities. How would it look if someone tried to kill this girl so soon after her article on our operations appeared in the _Bugle?_"

"Then what the hell are we supposed to do?" Pruitt demanded, a furious gleam in his eyes.

"I can assure you, I will take care of it," Mr. Jyn told his boss, his grin returning and becoming all the wider, making him resemble something akin to a Cheshire cat.

"How?" Pruitt demanded.

"I have my ways," Mr. Jyn smiled. "Suffice it to say that Miss Winhill won't even be thinking of bothering us anymore."

"And it won't be traced back to us?" Pruitt continued, as he began sniffing and snorting involuntarily.

"Of course not," Mr. Jyn smiled.

"You're a goddamn magician, you know that?" Pruitt replied, as he began smacking his lips.

"Aren't I, though?" Mr. Jyn noted, his grin becoming wider than a crocodile's.

* * *

Try as she might, Alyssa Conover couldn't get herself to relax after she had returned to her apartment. After her conversation with Rick, the rest of the walk back to their building had been done in an awkward silence, with each of them shutting themselves in their rooms without saying anything. Alyssa had sat down and tried to distract herself by doing her homework, but to no avail, as her mind kept returning to her conversation with Rick after she had learned his amazing secret.

It always came back to the tall, lanky alien with the green skin and the purple, glowing bug-like eyes. Every time she looked at Rick, she realized that the alien was watching her, hearing everything she said and witnessing anything and everything Rick thought about her.

Finally, she booted up her computer one more time and opened up a special file, an electronic journal she tended to write in whenever she was confused and needed to think something over. Sitting in silence for a few minutes, she began typing as she got her thoughts together.

_How did it all go… _she stopped.

No, that didn't seem right.

She deleted it and tried again.

_Why can't I stop thinking about it? _she resumed typing. _And what's wrong with me? Why does thinking about it bother me so much? _

She knew, of course.

_Just…having something else trapped in your mind, able to see everything you see and hear everything you hear...how could Rick have coped with that? And how come I couldn't figure out he needed help?_

_How did he keep from losing it altogether?_

She looked guiltily at the wall, knowing that behind it Rick was probably thinking about her and how she had treated him on the way home that afternoon.

_I know how I feel, or at least I thought I do, _she continued. _But then that __**thing **__shows up, and now I don't know what to think. He just about ruined Rick's life, and now Rick can't get rid of him. How can Rick tolerate having that monster in his head? _

The more she thought about it, the more the answers seemed to come back.

_He saved Julia's life, probably kept her from getting killed by Lightmaster, _Alyssa continued typing. _And Rick says he caught that Psyko freak, or whatever that creature was, that apparently killed Mr. and Mrs. Sheridan. I suppose that matters, but even then, how can he…_

She trailed off at that point, sitting in silence once more for several minutes before she began typing again.

_I suppose it doesn't matter, _she realized. _Like I told the alien, as long as he's a part of Rick's life, he's going to be a part of mine, too. I guess it's just taken me a while to get my head around the whole idea of sharing your mind with someone else, especially when it's a monster from another dimension. And anyway, the creature doesn't matter, does it? _

_I love him, I really do. He's been through so much, and I just want to make everything alright. _

_We need each other._

Taking a deep breath, she saved the journal entry before shutting down her computer and getting ready for bed.

Even as she finally lay down and turned out the lights, however, her thoughts returned to Rick and Sleepwalker.

* * *

"Well, what do you think?" Kenny asked Cyrus and Red with a winning smile the next day in his dorm room after class, as he showed them the animated cartoon he had prepared for his graphic design class.

Cyrus and Red looked at each other for a moment.

"Do you want to tell him, or should I?" Cyrus asked.

"I'll do it," Red replied him, as he turned back to Kenny.

"What's the point of all this? It's just a random collection of sequences that are meant to…what did you say again?"

"Piss off diehard Looney Tunes fans," Kenny told him. "That's why Yosemite Sam is pistol-whipping Bugs Bunny to death, Sylvester is biting Tweety's head off and drinking the blood from his lifeless carcass, and Tom is eating Jerry alive one body part at a time."

"Uh…yeah," Cyrus continued. "So, again, what's the point of pissing off cartoon fans?"

"The point is that I'm striking a blow for everyone who ever wanted to see the Coyote catch the Roadrunner," Kenny replied, his voice filling with passion. "Who always hated seeing Tom get thrown to the wolves while that little disease-ridden parasite Jerry got off scot-free, with that fucking annoying grin of his. Who always wanted to see Elmer Fudd fill that damn Bugs Bunny with lead. Who…"

"Whatever," Red rolled his eyes before Kenny went any further. "Do you really think your professor-"

"Hey guys," Rick interrupted as he came into Kenny's room, much to Cyrus and Red's relief. "Can I ask you guys something?"

"Always," Kenny nodded, instantly forgetting his rant. "What's up?"

"Me and Alyssa," Rick said. "She's gotten really distant lately, like she doesn't want to hang out with me anymore."

"That doesn't sound like her at all," Red frowned. "Did something happen?"

"You might say that," Rick hesitated, even as he tried to think of how to phrase it to his friends without revealing Sleepwalker's presence in his mind. "She learned something about me that's kind of private and…uh…I…"

"What was it?" Cyrus asked.

"Like I said, it's something really private," Rick hesitated, "and I can't really, I mean…"

"Why can't you tell us?" Kenny demanded. "Aren't we your friends?"

"I…I…" Rick stammered, his mind a whirlwind of emotions as he tried to think of a way to explain it.

"He can't tell us because it's private," Red interrupted, in a voice that brooked no argument. "If he wants to tell us, he'll do it when he's damn good and ready. I mean, do either of you guys tell us everything about you?"

Cyrus and Kenny looked at each other shamefacedly.

"Sorry man," Kenny apologized for them both. "I know how it can get."

"Alyssa probably just needs time to accept whatever it is she found out about," Red assured Rick. "It's not illegal or anything, is it?"

"Hell no," Rick answered. "It's just really weird, is all."

"Are you one of those costumed superheroes or something?" Kenny joked.

For a moment, Rick felt panic set in, before he realized that the best defense was a good offense.

"Even if I was, do you think I'd tell you?" Rick chuckled. "And have all my enemies come after me when you start blabbing about it after you eat some of your 'magic' brownies?"

Rick, Cyrus and Red all burst out laughing, even as Kenny's attempted rebuttal dissolved into a muted stammer.

"Seriously, though," Red began once the laughter had died down. "With everything that you two have been through, do you really think Alyssa's going to drop you over something like this? It doesn't hurt her, does it?"

"Well, no…" Rick began.

"Then she'll come around," Red continued. "Whatever you do, though, just don't keep bringing it up and coming on too strong about it. All that'll do is make things worse."

Rick could only smile at that.

"Thanks, man."

"Not a problem," Red assured him. "Care to watch Kenny's latest masterpiece?"

"What happens this time?" Rick asked him. "Daffy Duck enjoys a fabulous show business career and becomes rich and famous, while Bugs Bunny gets booed off the stage and ends up cleaning toilets for minimum wage?"

Instead of answering, Kenny began staring into space, his eyes gleaming brightly.

"Booed off the stage…rich and famous…that's brilliant!" he said in triumph, as Cyrus and Red glared at Rick.

* * *

It had been a long day for Julia, trying to balance her classes in between all the work she was doing to try and expose Pruitt Enterprises' illegal activities, from its using superhuman terrorists to intimidate opponents of its activities in South America, to the child labor it was using in many of its plants and factories, to its involvement in the trade of blood diamonds and its support for destabilizing terrorist groups in Africa. Turning out the light in her bathroom after brushing her teeth, she climbed into bed and quickly fell asleep, her bleary eyes closing in an instant.

Julia was so tired that she did not hear the skittering coming from the heating ducts leading into her apartment, nor see the tiny red horned imp that bent two of the grate's bars to let itself into her apartment, before dropping to the floor and running into her bedroom. Chattering to itself, the imp hopped up in a single leap and onto Julia's face, laughing out loud as it seemed to sink right into her, fading away from the feet on up as it made contact with her skin.

* * *

"No Sleepwalker to protect you this time, you little bitch?"

Julia awoke in sudden shock, looking up in alarm. Struggling to get out of bed, she rolled over and crashed onto the floor, before getting to her feet. She turned around and gasped in horror as she saw Lightmaster enter the room through the door, a sickly yellow glow suffusing the whole room.

"What-how did you get out of prison?" Julia stammered, turning pale as Lightmaster advanced on her, forming a pair of deadly axes with his light-shaping powers.

"Wouldn't you like to know," he smirked. "Suffice it to say that I always pay my debts. Just ask Doctor Fong," he burst out laughing.

"Doctor Fong?" Julia asked in horror. "What did you do to him?"

"Nothing he didn't already do to me," Lightmaster assured her. "He broke me, so I broke him."

It was then that Julia noticed Lightmaster had a large haversack on his back, shaped out of light that he could use to carry things. She felt a sickening feeling rise up in her stomach as Lightmaster opened the sack, dropping out the horribly twisted and broken carcass of Doctor Charles Warren Fong so it landed on the floor with a sickening crunch.

"C.W.!" she shrieked, forgetting her fear momentarily and running over to Fong's lifeless body, cradling her head in his lap, before dropping it when she saw that his head had been turned around completely, breaking his neck like a dry twig. Julia fell back and sat down, tears in her eyes as Lightmaster burst out laughing.

"Where's Sleepwalker when you need him?" Lightmaster cackled as Julia buried her face in her hands. "Then again, considering I already gutted him like a fish, it's probably pretty hard for him to come to the rescue." Reaching into his haversack, he removed a large round object, even as he grabbed Julia by the hair and forced her to look up at him.

She stared into the dead purple compound eyes of Sleepwalker's severed head.

Julia knew she needed to scream, but try as she might, she was paralyzed by horror and fear.

* * *

Sleepwalker's alien senses were immediately on the alert as he approached Julia's window. He had intended to ask her advice on what to do about what was going on between Rick and Alyssa, but he immediately realized something was wrong. Looking through the window, he saw Julia writhing in agony, sweat pouring down her face as she went into convulsions. Worse still, he could clearly see the demonic taint in her aura, a sign that she was being mentally attacked.

He was in her room and at her bedside in less than a second, grabbing hold of her as she struggled, his mind racing as he tried to think of what to do. In the past, he had used his warp beams to incapacitate demons, expelling them from human minds and banishing them to their devilish homes, but the Sleepwalker race was otherwise strictly bound by oath not to cast their warp vision on living entities. He wasn't sure exactly what kind of effects his warp vision would have on Julia, except that it would be disastrous.

There was another possibility, risky though it was. Sleepwalkers, like many other entities of the Mindscape, were capable of "mindcasting", a technique that allowed them to briefly connect with and scan the minds that connected to the Mindscape. Mindcasting was used for any number of purposes, in many cases to determine whether the mind in question could be helped or harmed by the Mindscape creature's presence, and react appropriately. Sleepwalker wasn't sure if it would work in the Earthly dimension, but there was little else he could do.

Placing his hands on Julia's cheeks, Sleepwalker closed his eyes and began to concentrate, as he tried to reach out to her.

* * *

Julia could only struggle uselessly as Lightmaster laughed out loud, grinning as he slowly pulled at the noose around her neck, shaped out of his light projections. Her gasps were coming more and more slowly, as her arms slumped down to her side.

_Julia!_

Lightmaster suddenly looked up in alarm, as the expression of despair on Julia's face was replaced with confusion. She found herself resuming her struggles, grabbing the noose and beginning to break it open as she slowly forced herself to stand up. In response, a furious Lightmaster formed a huge fist of light with his free hand and struck her hard, regaining his confidence as she staggered again.

_Julia!_

"Who…who's there?" Julia said in a daze, reeling from Lightmaster's blow. "Is that-"

_It is Sleepwalker! _Julia heard the voice calling. _None of what you see before you is real! _

"It seems real enough," Julia said as she finally broke free of the noose and stood up again. "What's going on?"

_Your dreamscape, that portion of your mind that creates your dreams, has been invaded by an outside force! _Sleepwalker called out to her. _Unless you can successfully resist this invasion, your psychic consciousness will be irrevocably eroded and destroyed!_

"And how do I do that?" Julia asked, as Lightmaster began stalking her again. "I can't fight this thing alone! Can't you come into my mind and help me?"

Julia and Lightmaster both looked to the side in amazement as a portal seemed to form out of nowhere, through which Sleepwalker emerged into Julia's mind. The alien's compound eyes glittered angrily as he turned a cold gaze on Lightmaster.

_"Your disguise is no longer necessary," _Sleepwalker said calmly, as Lightmaster hissed and spat at him. _"Such an image is born of your human victim's trauma and fears, and holds no effect over one such as myself, save as a reminder to my hatred for that being you impersonate and my duty to eradicate the presence of monsters such as yourselves from the minds of the innocent." _

Howling in a fury, the creature charged at Sleepwalker, who blasted it head on with his warp beams, causing it to shriek in pain. It suddenly generated a pair of vicious clawed hands from what appeared to be Lightmaster's energy gauntlets, even as horns grew from its head and its feet sprouted vicious claws. It wrestled with Sleepwalker furiously, clawing and biting even as he punched and kicked it with all his might. Standing back in horror, Julia was uncertain of what to do, until she seemed to hear Sleepwalker speaking to her again.

_"This monstrosity is more powerful than I had anticipated," _Sleepwalker seemed to be saying to Julia, even as the fight continued in front of her. _"The form you see before is merely an astral projection of myself, a manifestation of my own consciousness that you have allowed entry into your mind. I cannot employ my abilities to the fullest while casting myself into your mind from the Earthly plane, and so I am in need of your assistance if we are to triumph!"_

"What do you need me to do?" Julia asked.

_"You must concentrate as strongly as possible," _Sleepwalker told her. _"This demon has been exploiting your memories, thoughts and dreams for its own ends, but you are the true and rightful owner of those memories and emotions. They are yours to summon, dismiss or control as you see fit, and what this outside invader has done within your mind, you are capable of performing as well!"_

Realizing now what she could do, Julia began to concentrate. Images began flashing all around her, of Sleepwalker breaking the cage of light that Lightmaster had trapped her in at her old apartment…images of Sleepwalker struggling with Lightmaster's golden bulls in the Van Buren library at Empire State University…images of her sitting with Sleepwalker silently in the Sheridan's yard in Albany…all of which seemed to strengthen the manifestation of Sleepwalker that was in her mind, as it rapidly began to get the upper hand over the demonic Lightmaster-thing it had been battling. Finally, after a series of bone-crunching punches, Sleepwalker trapped the battered thing with his warp beams, causing it to scream as it turned blood red and shrank in size, to the point where it stood no more than a hand's length in height.

"What is that thing?" Julia asked Sleepwalker as she came up to them.

_"It is a mindmite, a demonic entity capable of invading the minds of its victims and turning their dreams and memories against them, causing the eventual erosion and destruction of their victims' minds," _Sleepwalker replied. _"Fortunately, you will suffer no permanent damage, for if the mindmite is captured in time, a victimized mind can recover from its predations." _

"But how-" Julia began.

_"I shall answer all your questions in the waking world," _Sleepwalker interrupted, _"for it is wearying in the extreme to mindcast for an extended period of time without an external source of mental energy. I must depart your mind now, and I shall take this miscreant with me," _he said, indicating the trapped mindmite, _"and when I have dispensed with this demon I shall awaken you." _

So saying, Sleepwalker left through the portal he had used to enter Julia's mind, dragging the mindmite with him.

* * *

Taking his hands off Julia's cheeks, Sleepwalker pulled them away and dragged the mindmite back into reality with him, as it seemed to emerge right out of Julia's body. In normal circumstances, he would banish these things with his Imaginator, but the alien knew full well that these were not normal circumstances. Fortunately, there was an alternative, as Sleepwalker's warp beams could also incapacitate or even banish extraplanar entities when they were not on their plane of origin, sending them back to their own dimension.

He did just that as his eyes glowed brightly, his warp vision consuming the squealing mindmite and banishing it back to whatever hellish dimension it came from, but not before Sleepwalker had gotten a good look at the creature's personal energy field. Sleepwalker then turned back to Julia and gently shook her awake. She instantly sat up as if woken by a sudden shock, and was still very pale and sweating until she looked around at Sleepwalker.

"What happened to you?" she asked him, concerned by Sleepwalker's weary and haggard face.

"_Mindcasting is an extremely exhausting exercise, particularly when the practitioner projects himself into the mind itself to do battle," _Sleepwalker said slowly. _"When it is done in the Mindscape, the mindcaster can draw upon that dimension's endless reserve of mental energy to sustain himself, but in the Earthly dimension I possess no such luxury. When I do battle from the Earthly plane, I am weakened in ways that I would not be if I were continually charged with mental energy the way I am in the Mindscape."_

"And that's getting to be a habit, isn't it?" she said slowly, as Sleepwalker put his hand on her shoulder.

"_I fail to comprehend your meaning," _he asked in confusion.

"I mean this is the third time you've saved my life," Julia sighed. "What I don't get is how Lightmaster could be sending demons after me-"

"_It would be incorrect to ascribe responsibility to Lightmaster for this violation of your mind," _Sleepwalker told her. _"Mindmites are the issue of far stronger supernatural circumstances than a lone human supervillain and his scientific acumen. There are distinctly more powerful forces at work here."_

"So who's behind this?" Julia asked, a haunted gleam in her eyes. "And what did I do to make them mad?"

Sleepwalker clenched his fists in frustration, wishing he had better skills in tracking energy signatures and mystical energy than he actually possessed.

"_For the moment I cannot discern the precise source of the attack," _Sleepwalker told her, _"as there are many different entities which employ mindmites. Mindmites are not, in fact, a sentient species unto themselves. Rather, they are akin to the mindspawn employed by Cobweb, semi-sentient minions created by their demonic masters and employed for specific purposes. Each mindmite, however, possesses its own distinct mystical aura, as do all living and sentient creatures, and one of the abilities my race possesses is to discern and follow these auras and the trails they leave in their midst. Regrettably, however, my own capacity in that field is distinctly lacking," _he said grimly.

"I just…why did that thing come after me? What did I do this time?" Julia said, her nerves increasingly taut and on edge.

"_You will recall some weeks ago after the funeral of William and Florence Sheridan," _Sleepwalker told her, _"you offered me succor and emotional support in my time of need. Tonight, I ask that you allow me to return the favor. Should any other monstrosity invade your dreams or your home tonight, they shall feel my wrath. Further, I swear, by the Sacred Thoughts of the Silent Ones, that our mysterious enemy, whoever he may be, shall be punished for his attempts on your life."_

Julia fell asleep soon after that, as her fear and horror gave way to a sense of peace and relief, knowing that her protector was watching over her.

Sleepwalker vanished with the coming dawn after Rick awoke the next morning, but Julia felt no fear when she returned to the waking world.

* * *

Mr. Jyn recoiled in pain in the darkened room at Pruitt Enterprises that night, feeling the pain as his mindmite was banished back to its natural home. He had put a lot of effort into attacking Julia's mind, and he was now exhausted. Of course, he hadn't expected a Sleepwalker to come to the girl's defense-those creatures usually only intervened when an attacker came from the Mindscape…

Still, this intervention had not been without merit. Mr. Jyn had noticed the Sleepwalker's exploits as a superhero in the news, but he had been unable to confirm if the green-skinned being was an actual Sleepwalker, or simply a human who had adopted a Sleepwalker's appearance, either by costume or by mutation. Now, however, their battle within the Winhill girl's mind had confirmed that the Sleepwalker was indeed present in the Earthen dimension, as shocking as it might have seemed.

It was curious enough by itself-how could a Sleepwalker possibly be present in the world of humans?-but what was more significant was Mr. Jyn's other knowledge, namely his knowledge that Sleepwalkers were significantly weakened without access to a constant supply of mental energy…

Mr. Jyn's Cheshire cat grin came back after a few minutes, reaching almost to his ears as he considered the possibilities.

* * *

"Hold up, Sleepy!" Rick called out to Sleepwalker after he fell asleep, catching the alien before he departed for the human world.

_"For what reason do you wish to speak to me?" _the alien asked him.

"Sv'ara popped in last night to drop this off," Rick told him, conjuring a mental repolarizer similar to the one they had worn when they returned to the Mindscape to confront Cobweb. "She says for you to give it to Reed Richards, since it might give him some more insight into our fusion."

_"I must regretfully inform you that the matter of our fusion has become a far less pressing matter," _Sleepwalker said grimly, before he filled Rick in on the previous night's attack on Julia.

"Damn," Rick said in horror. "So what are you going to do?"

_"For the moment, you must retain the mental repolarizer within your mind, if you are so inclined," _Sleepwalker told him. _"I cannot rest for the nonce until I find the monster who bereaved Julia and deal with him appropriately. While I manifest in the human world, I do not dare bring such equipment as my Imaginator or mental repolarizer into our world, given the risk that the wrong people may gain access to them. You will recall, for example, how you retained my Imaginator until I was certain I could transport it to Dr. Richards." _

"Suit yourself," Rick shrugged. "Just one question, though-what are you going to do to this guy when you find him?"

The look Sleepwalker shot back at Rick told him everything he needed to know.

(_**Next Issue:**_ While attempting to track Julia's would-be killer, Sleepwalker soon finds himself confronting an entirely new menace as a series of prostitutes are murdered in New York's slum areas by a twenty-first century Jack the Ripper! As he struggles to uncover the truth behind these horrible crimes, can even the Sleepwalker hope to survive when he discovers the haunting truth behind the modern-day Ripper murders? All this and more in the _Sleepwalker Annual #3: Jack the Knife__!_)


	40. Annual 3: Jack the Knife

Sherlock Holmes was in a foul mood as he ascended the steps of 221B Baker Street, followed by Dr. John H. Watson, his longtime friend and chronicler. The famous detective was normally difficult to anger, but the wintry months of 1888 proved to be an exception, particularly given the high profile of the case he had investigated. Sitting down in his favorite armchair and loading his pipe full of tobacco from a large Persian slipper on the table next to him, Holmes noted Dr. Watson sitting down in his own chair and lighting a cigar. They smoked in silence for some minutes, the air full of tension, before Holmes finally spoke.

"I rarely express much sympathy for the men of Scotland Yard, Watson," Holmes said slowly, "but on this occasion I cannot but feel for them. Even accounting for their signature ineptitude, they have been unfairly reduced to a laughingstock by this criminal or criminals, whoever they may be."

"You have no clues, then?" Dr. Watson asked in surprise. "I was inclined to believe that you were well on the villain's trail," he frowned, remembering how Inspector Reid, the policeman in charge of the investigation, had personally come to seek Holmes's assistance in the case of the murderer dubbed 'Jack the Ripper' by the London media.

"I have found many clues," Holmes scowled, irritation and frustration in his voice, "but they are contradictory and inconsistent. How can the slayings share so many common characteristics, and yet clearly have not been committed by the same man in each case?"

"Would it trouble you to repeat your findings?" Dr. Watson asked in some embarrassment. "With all that has gone on in the last few months, my mind has been occupied by other things."

Holmes only smiled, remembering well the strange case of the Sign of the Four, that had begun with a strange letter brought in by a female client and ended with a flight down the Thames River and Dr. Watson's marriage to Miss Mary Morstan.

"I investigated the third through fifth murders, and examined the findings of the police in the first two slayings myself," Holmes said as he leaned back in his chair and closed his eyes. "It became clear that the killers in each case possessed diverse physical characteristics. The murderer of Elizabeth Stride was a tall, left-handed man with decidedly short fingers who walked with a limp, while the killer of Catherine Eddowes wielded a pocket knife with a notched blade, wore narrow pointed boots of the kind commonly found in the United States, and likely took snuff on a regular basis."

"And yet," the detective continued, "all these men committed their murders in much the same way, all possessing a certain amount of surgical skill in the way they have applied their blades. How is it that all these men could possess the same skill with a knife, wielding the weapons in the same way, when they are so clearly of different backgrounds? Did they join in a conspiracy to slay these women? If so, for what possible reason could they have decided to murder a group of prostitutes in the Whitechapel area?"

"You can conceive of no satisfactory explanation?" Dr. Watson asked in surprise.

"As you know, Watson, I have often stated that when you eliminate the impossible, whatever remains, however unlikely, must be the truth," Holmes replied. "In this respect, _I can only conclude that there is no Jack the Ripper._ Whoever these villains may have been, and why they have decided to murder so many of the unfortunates of Whitechapel, I cannot say. With the assistance of the official police force, I shall attempt to run them down, although I regret to say that without further indications, finding them among the many millions of the Metropolis will be extremely difficult. It is a bitter drink to take, Watson, but I fear I must admit that I do not think these women shall be avenged in our lifetimes."

_**I'm a grim and lonesome wanderer.  
I walk you through the night.  
Lurking in the shadows, waiting for a bite.  
You don't know who I am,  
But I'm nasty and obscene.  
I'll take you**__**r life cut your throat,  
Fulfilling all my dreams.**_

-Falconer

* * *

SLEEPWALKER ANNUAL #3

"JACK THE KNIFE"

by Jared Milne & Chris Munn

* * *

It was a bitterly cold evening in February. The wind blew harshly, seeming to creep into the bones of the few passersby unlucky enough to be out on the streets that evening, piercing their jackets and gloves like a piercing knife. Only the most hopeless-or the most desperate- people would be out on such a night.

Sally Floyd was one of those people. Seeming to ignore the cold despite her tattered and revealing clothing, Floyd stared alertly into the night, her dead eyes on the alert for someone, anyone, who could give her the precious china-white. She twitched and snorted as she thought of it, the idea of her white gold, her lifeline, her precious little dragon…

Unfortunately, the streets seemed deserted, even as Floyd continued peering into the darkness. Everything was silent, and not even the pigs from 5-0 were out tonight. As much as Floyd hated to admit it, it seemed she wouldn't be chasing the white dragon tonight.

It hurt her real bad. After all, crystal meth was a hell of a drug, and it was worth all the tricks she could turn for it…

It was then that she heard the footsteps crunching in the snow behind her. She turned around, an eager look on her face, and smiled as she saw the figure approaching. Pretty big, not too hung up on hygiene…but what could you do?

"Looking for a good time?" Sally asked the man with a winning smile. The man only smiled back and nodded.

"I've got everything you want and more," the man said softly, although Sally heard every word.

"You got the china-white?" she asked him with a grin.

"You bet," the man said softly. "More than you could ever dream of."

Sally Floyd began quivering involuntarily with eager anticipation.

"Chasing the white dragon?" she asked, her dead eyes suddenly shining with life.

"Oh yes," the man whispered. "You and I will be together forever. You'll not only chase the dragon, you'll catch him. You'll never lose him again."

Thrilled with the idea, Sally Floyd followed the man down the twisting, turning labyrinth that made up the alleyways of New York's back streets, before they finally came to one particularly garbage-ridden pathway that led behind a large, abandoned warehouse.

The man unlocked the door at the end of the path, and opened it before turning around to gesture at Sally.

"After you," the man smiled.

Eager for her china-white, Sally Floyd made for the door, passing by the man.

Out of the corner of her eye, she saw the long butcher's knife quickly being drawn from its sheath. Freezing in terror, her first instinct was to run, but she knew right away that she'd never escape.

Paralyzed by fear, all she could do was focus on the brightly gleaming knife blade.

_**I fool you first with candy,  
I trick you to bone.  
Make you feel safe and sound,  
Not grasp you're on your own.  
My work is swift you feel no pain,  
You won't understand.  
My blade is sharp your thorax's mine,  
Your heart is in my hand…**_

* * *

"Are you sure about this?" Rick Sheridan asked Ben Urich as the latter handed over his files at the _Daily Bugle_ one afternoonmore than a week later

"I wish I wasn't," Ben muttered, rubbing his eyes. "When we don't have the Green Goblin trying to blow up City Hall, we have a serial killer on the loose. There are times when I really wish Jameson would reassign me to the sports beat," he sighed. "But yeah, just look at Eddie's photos. Takes a real sick freak to do that, believe me."

It was all Rick could do to keep from losing his lunch all over his desk as he looked at the photos. At every murder, twisted messages had been written in the victims' blood on the walls near the women's corpses. The first had said _**I'M BACK-CATCH ME IF YOU CAN, **_before moving on to such words as _**DO YOU KNOW WHO THIS IS?, **_and finally _**WRITING TO YOU FROM HELL-I'M JACK THE RIPPER, AND I'M BACK FOR MORE.**_

As he glanced at the photos, Rick was suddenly seized with a piercing headache that caused him to shudder violently, before he managed to regain control and steady himself.

"Is something wrong?" Ben asked in surprise.

"No, it's just a nervous twitch," Rick replied. "So we've got some nut running around that thinks he's Jack the Ripper?"

"More like a cult, it's looking like," Ben sighed, looking as if he wanted a very stiff drink. "The cops have been saying that the clues indicate different perps are responsible for each murder. They're trying to find a common connection, since all the victims were hookers."

"That's sick," Rick muttered in disbelief.

"Just count yourself lucky you've only been in New York for the last couple of years," Ben mumbled, his eyes seeming to become red and bloodshot.

"Are you okay?" Rick asked.

"I'm getting too old for this shit," muttered Ben as he walked away.

Looking at Ben's curious departure, Rick suddenly became more concerned about the piercing headache he had just developed.

_**You're never safe when you're alone  
And you won't feel a thing  
When I loot your body.  
Digging in the grime.**_

_

* * *

_

Dr. Ashley Kafka, chief psychiatrist at Ravenscroft, leaned back in her chair, shaking her head as she tried to deal with her piercing headache. In her mind's eye, she saw it spinning, spinning…spinning

_What was it? _

_She felt something heavy on her head and shoulders, an almost overwhelming urge to…what? To what? To what? _

_She suddenly snapped back to attention as she heard a knock at the door. _

_"What do you want?" Dr. Kafka demanded as the other person sat down. "What are you-"_

_Her eyes immediately focused on the spinning. _

_The spinning…the spinning…_

_Almost as if by reflex, she sipped at her coffee, frowning at the strangely sour and bitter taste that filled her mouth, that she couldn't stop drinking even as the person sitting across from her poured her another cup. _

_Everything passed into a haze, as even the spinning faded into a soft, almost dreamlike sensation in front of her. _

_It only lasted several seconds, before Dr. Kafka refocused her sight on the spinning in front of her. _

* * *

That night, as Rick fell asleep, he manifested himself in his mind, having indicated to Sleepwalker that he wanted to speak to him. He found Sleepwalker hovering by the portal leading to the human world, the alien's glance switching back and forth between Rick's manifestation and the portal, agitation and nervousness writ clearly on his face.

"What's the matter, Sleepy?" Rick asked, rising up to meet Sleepwalker.

_"I cannot speak for the moment, Rick," _Sleepwalker said, an edge in his voice. _"It is of the most critical and utmost importance that I depart immediately!" _

"Hold on a minute," Rick said, grabbing Sleepwalker by the arm. "First you're going to tell me about what happened this afternoon. Why did I suddenly get a headache then? Did something happen to me?"

_"I can only offer my most profound apologies for the disruption of your mental functions," _Sleepwalker said apologetically. _"I could not restrain myself when I saw the news in the _Daily Bugle _through your eyes." _

"Wait…what?" Rick scowled. "You mean _you _caused that? What the hell are you thinking, man? You know what that could have done to me!"

_"Your anger is entirely justified," _Sleepwalker said in shame. _"It was a momentary lapse in judgment caused by my reaction to these alleged Jack the Ripper slayings." _

"You mean the copycat killer pulling that Jack the Ripper crap?" Rick asked in surprise.

"_The monster responsible for these deplorable slayings is no copycat," _Sleepwalker said grimly. _"Jack the Ripper, the __**true **__Jack the Ripper, has returned and unless I am able to thwart his murderous intentions, still more innocents shall suffer. That is why it is imperative that I depart immediately." _

"Wait, what-" Rick began, but Sleepwalker tore himself free of Rick's grip and departed through the portal to manifest in the human world.

* * *

Flying into the night over New York, Sleepwalker immediately noted the slightly warmer temperatures. The month of February was coming to an end, and spring was on the way. A pity that he could not stop to enjoy it, before he narrowed his eyes and began scanning for the supernatural energy patterns that he hoped would lead him to the killer.

It was a long, tedious exercise, as Sleepwalker lacked the proficiency in following energy trails that many of his brethren possessed. Back and forth over the skies of New York he flew, his tension and agitation building as he looked for something, anything, that would lead him to the Ripper.

In his mind's eye, he saw the Ripper's perverted, disgusting energies, a malign feeling that clung to the killer like a foul stench. Old memories of the horrific battle he had fought (was it more than a century ago already?) came out of the darkness unbidden, forcing the alien warrior to recall the terrors he had faced on the previous occasion. Without entirely realizing it, Sleepwalker had caught the monster's trail, as he came down in a particularly bad part of town. He didn't even need to hear the screams to know he had found the killer, as he took off like a being possessed towards the sounds.

The scene in the alley was exactly what he'd expected-the woman leaning against the wall in terror, the killer grinning a smile that revealed his yellowing teeth and long, greasy hair. Dressed in a filthy T-shirt, jeans and leather jacket that looked as if they would rot on him before they were washed, Jack the Ripper turned around and leered at Sleepwalker. He had the appearance Sleepwalker expected, all chains, wild and unkempt greasy hair and beard, dirty clothing that could have been retrieved from a dumpster.

"It's been such a long time, hasn't it?" Jack rasped at Sleepwalker, who only stared back at him with a mix of agitation and hatred. "What's the matter? No greetings for your old friend?"

_"How did you effect your escape?" _Sleepwalker demanded coldly.

"Every prison has its way out," Jack grinned. "I just got tired of being cooped up, is all. Just thought I'd stop by and say hello, pick up the old game again."

_"Your twisted game shall be all the shorter lived," _Sleepwalker narrowed his eyes as he stepped into a fighting stance. _"You failed to escape my wrath during our previous encounter, and I shall once again return you to your infernal prison." _

"Such empty words," Jack laughed. "Your time in this world has made you soft, Terren'sk! Do you honestly believe you have the means to stop me?"

Sleepwalker stopped short, the tension on his face becoming all the more apparent.

"You know, I could have gone back to London to do this," Jack said, pulling a large knife from his pocket and toying with it as he leaned back against the wall, "but when I heard about your being banished here, I couldn't resist paying you a visit. You're the reason I came to New York, you know. I suppose I could have gone to London, but then I would have had to battle Doctor Strange. Why, he might have stopped me before I had any fun at all!" Jack said in mock horror as he came back from the wall and raised his knife.

So saying, Jack the Ripper charged at Sleepwalker, slashing away viciously with his knife, as the alien tried to defend himself. Jack's presence resonated like a beacon to Sleepwalker, and yet there was little the alien could do to oppose him. His eyes flared briefly with his warp beams, but then he recalled his race's strict oath against using his warp vision against living beings except for the demons and monsters of the Mindscape and the infernal realms. Ducking and dodging, Sleepwalker felt Jack's laugh ringing in his ears as he tried to strike back.

For all his power, the alien was helpless to fight back without violating the most sacred oaths of his race.

"I haven't had so much fun in such a long time!" Jack cackled triumphantly as he repeatedly stabbed and hacked at Sleepwalker, tearing into the alien's arms as he tried to defend himself. "And to think, if you hadn't gotten yourself trapped on Earth, you might have been able to stop me before I was able to get even one! Oh yes, you truly are a good friend, Terren'sk!"

Finally shoving Jack away, Sleepwalker did the only thing he could think of and used his warp vision to bind the murderer with some of the junk in the alley, restraining him and knocking him down with a punch. The blow would have been enough to knock any ordinary person out, but Jack simply scowled up at Sleepwalker.

"Okay, now I'm not impressed," he spat contemptuously at the alien. "This is the best you can do? Temporarily restrain me? You know I'll just escape…"

So saying, Jack's body fell limp.

Cursing in frustration, Sleepwalker set out to follow Jack's trail, before he found himself fading away as Rick woke up and pulled Sleepwalker back into his mind.

The alien's enraged cries were lost on the wind as he vanished.

_**So young and sweet but not innocent,  
Consuming every man.  
You can't be missed, I'll take my chance.  
Yes, I'll be damned.  
No one knows my identity  
But I'm a legend of my time  
And I'm feared for what I've done  
This little game of mine.**_

* * *

Rick had only awakened to go to the bathroom, but it had been enough as Sleepwalker had re-emerged after his human host had fallen asleep again and found that Jack's trail had gone completely cold. Searching the length of the city, the alien found the very last thing he had wanted, and yet what he most expected.

Another message was written on the wall next to the bloody corpse.

_**YOU COULD HAVE STOPPED ME, YOU KNOW!**_

Sleepwalker no longer knew where he was going after that, flying through the air at random before he came down in a frozen junkyard on the edge of the Bronx.

He lashed out in a frenzy at the wreckage around him, as his hatred and guilt seized control of him like a demonic possession. He saw the faces of Jack, of Cobweb, of Psyko everywhere he looked, driving his fists in a blind and ultimately futile attempt to fight them.

The murders of William and Florence Sheridan.

The birth of Psyko.

The death sentence of the Silent Ones.

The nightmare and the hell suffered by Kevin MacTaggart.

The dead bodies of Jack's victims, both in London and in New York.

The near ruin of Rick Sheridan's life.

He fought and raged until his anger played itself out.

The faces and the memories were still there, but the Sleepwalker could no longer resist them.

Sinking to his knees, his head in his hands, he could fight no more and simply let the images consume him.

_

* * *

_

Dr. Ashley Kafka stared straight ahead as she marched down the hallways of Ravenscroft's maximum security wing, barely glancing as she passed the cell doors of the freaks, monsters and sadists that lurked in the shadows on either side. She took a tour of all the cells, staring into some cells longer than others before writing something down on her clipboard.

_The Guardsmen escorting her couldn't help but shudder, as they considered the horrors that surrounded them. Dr. Kafka herself seemed not to mind, however, her head filled with a strange tingling sensation as she glanced into first one cell, and then another. She became contemplative and somber, mumbling under her breath before she finally completed her rounds and returned to the service elevator. _

_Before she knew it, she was back in her office sipping on that strangely bitter and sour coffee and seeing the spinning sensation in her mind's eye once again. _

* * *

Sleepwalker sat silently in Rick's mind the next day, thinking about everything that had happened, from his entrapment in Rick's mind to his failure to stop Jack the Ripper from claiming another victim. His thoughts then shifted to his training as a warrior of the Mindscape, and the ways in which minds could be liberated from the dark forces that enslaved them. He thought also of the means by which those dark forces were banished and imprisoned in the Mindscape by his people. Such training obviously had to be applied in the context of the human world as opposed to the Mindscape, but after reflecting on it Sleepwalker realized he knew how it could be applied.

He also knew full well the potential consequences of what he was planning, but considering everything that had happened over the past six months, he didn't have much further to go.

He finally sensed Rick preparing to fall asleep, and watched the portal to the human world open. As he prepared to leave, he was suddenly caught by Rick, who had manifested within his mind to speak to him once again.

"Got a moment, Sleepy?" Rick asked.

_"What is the subject of your discourse?" _Sleepwalker asked slowly.

"It's about this Ripper thing," Rick stopped. "I was looking through Ben's notes at work today, and it seems like this Ripper murder was committed by a different person. Is there some sort of cult on the loose or something?"

_"The truth is infinitely worse than the authorities suspect," _Sleepwalker said grimly. _"I have confronted the Ripper first-hand, and I am well aware of his cunning and his malice. More than a century before, I myself engaged the murderer in battle, and succeeded in imprisoning him, thus putting an end to the original Whitechapel slayings." _

"You fought Jack the Ripper?" Rick asked in disbelief. "You were actually on Earth in the nineteenth century?"

_"Your comprehension of the situation is erroneously reversed," _Sleepwalker shook his head. _"I was not on the Earthly plane at the time, but Jack the Ripper, the __**true **__Jack the Ripper, was present in the Mindscape." _

"Okay, now I'm freaked," Rick said, turning pale. "How could you-"

_"The entity colloquially referred to as 'Jack the Ripper' has a decidedly complicated origin," _Sleepwalker informed him.

"How do you mean?" Rick asked.

* * *

_1848 was a watershed year in Europe. Bloody revolutions wracked the continent, as people tried to overthrow the aristocracies that ruled over them with the power of life and death. Many of these same nobles, fearing death at the hands of their citizens, fled for their lives, taking their wealth and power with them. _

_One of those nobles was an Italian count by the name of Geno Cicala, who took his family and his fortune and moved to Great Britain, which was spared the upheavals that plagued the mainland. It didn't take him long to settle into a comfortable existence there, in a country that respected the virtues of nobility. Count Cicala really liked that, being deferred to, recognized as superior, recognized as the master in his relationship. _

_Of course, if that was all he really liked, there wouldn't be much else to the story, would there? _

_There was, after all, something Count Cicala liked even more than that. _

_Namely, he liked the whores. _

_There wasn't a brothel in all of London that didn't have Count Cicala visit it at one point or another. He paid good coin for a good time, never mind that he was cuckolding his wife or risking a hideous social scandal if he was ever caught. Everything might have gone off without a hitch…_

_…at least until he got one of the prostitutes pregnant. _

_Count Cicala's wife and children found out everything, of course. The scandal, if it had come to light, would have destroyed the Cicala family's reputation. As a result, the prostitute was paid a very generous sum for her silence, and the little bundle of joy she had been given was taken and raised in the Cicalas' household, passed off as the darling little son of the Count's wife, born in wedlock. The boy was even given the name John Edward, as an attempt to ingratiate the family with British society, as a means of showing how "English" they had become. _

_Everyone kept a stiff upper lip, never daring to mention the truth, always anxious to preserve their reputations, but they knew. _

_Oh, they knew. _

_They never let you forget it as you grow up._

_That you're daddy's little disgrace._

_That you're mixed with common stock. _

_That every time she looks at you, the woman who raised you is reminded of her husband's violation of his marriage vows. _

_That your brothers and sister hate you, knowing full well that you're not one of them, but that they have to keep you around because your father is deathly afraid of any public scandal. _

_That every time you pass through the streets of the East End, you see the women of the night, realizing that it was your father's lust for them that gave rise to you, that any one of them could be your mother. _

_That you're the cancer within the family household, the embodiment of your father's shame, the secret everyone tries to ignore, the direct result of an infected, filthy wound that may never heal. _

_Everyone hates you, but they can't do anything about it. They hide their loathing and anger behind a façade of respectability. Your father hid his dark urges behind that same façade, presenting himself as the very model of decency and goodness. _

_But you know the truth._

_That's the realization you face every waking moment of your life when you're John Edward Cicala. _

_To be fair, I suppose that's why dragging the Cicala name through the mud was so much fun. It started with getting expelled from the prestigious schools I was sent to, before getting involved with a dangerous crowd and becoming a rakehell to make Lord Byron proud. The drinking, the fights, the dalliances with young noblewomen, all this and more led to one scandal after another to the point where I was persona non grata among my family. _

_But really, what was I doing wrong? All I was doing was bringing their feelings out into the open, showing the world what my family was really like. _

_Perhaps the worst of it, in that upright and moralistic Victorian era, was my beginning to study the occult and the black arts. Aside from being the ultimate humiliation of my family, I came across a very interesting scroll, one that changed everything. _

_Have you ever heard of the Darkhold? A wonderful thing, really-a book of magic, whose pages were scattered by the thousands across the globe. Each page had its own little touch of magic, that allowed the skilled and initiated to tap into the vast powers of "the Other", perhaps better known as Chthon. Provided the right arrangements are made, Chthon can give you the most wonderful gifts…_

_Mine was born out of hate. The hate my family felt for me, the hate I felt for them, the hate I felt for my birth mother. The scroll I discovered during my researches put me in contact with Chthon-oh benevolent, wondrous Chthon!-and he fed off my hate. In exchange for that hate, and the worthless soul I pledged to him-after all, I had little use for the wretched thing to begin with-he imbued me with tremendous spiritual power. _

_I became a thing of the Mindscape, that dimension that borders on the sentient minds of all human beings, and gained the power to enter the minds of certain humans and seize control of their bodies. If that mind was already inclined to sadism, perversion or evil, it was entirely at my mercy. I used those men to release my glorious hatred, the anger I had felt since the day I was born, both at the Cicala family and my birth mother. _

_I took to murdering the prostitutes of the East End, possessing many of the wicked men of London and using them as my puppets in carrying out my deeds. Hence why the London authorities could never track down the killer-while my methods of murder were quite similar, the physical traits of each man I used were entirely different, and so the police were left with the maddening suspicion that the killings were related, even as the physical evidence contradicted such a notion. _

_None of the men I enslaved would have felt much remorse at what they did while under my control. They were perverts and sadists, vile men who had committed their own crimes entirely independent of my influence. _

_It was a lovely way to spite my father, cloaking my vile urges in a way that could not be traced back to me much as he had done in giving me life. I could also indulge my hatred of my mother, that nameless whore who gave rise to me after letting my father carry on with her. It was also fun to mock the police, taunting them as Jack the Ripper, as I came to be known, in their fruitless attempts to stop me. _

_Oh yes, it was fun. _

_**Do you know me now?  
I'm Jack the Ripper  
Do you know me now?  
I am Jack the knife.**_

* * *

"Oh my God," Rick said in horror as Sleepwalker finished his story. "So how did he begin killing people?"

_"One of the abilities granted to Jack by his demonic patron was the ability to enslave the minds of mortal men and use them to commit his horrific atrocities," _Sleepwalker replied. _"Men whose minds were already twisted by malice and hate were easily controlled by the Ripper, their debased natures making it easy for him to control them. Those such as yourself or Alyssa would not be controlled, as such actions as Jack would attempt to spur you to commit would go too strongly against your natures."_

_"In this respect, Jack the Ripper was no different than any other malevolent predator of the Mindscape, invading the sleeping minds of humans and violating them for his own perverted ends. It was after a terrible battle that I managed to incapacitate the Ripper and imprison him in the Mindscape with my Imaginator. Thus the Whitechapel murders ended for no apparent reason. The humans could not have known that the real murderer was imprisoned in the Mindscape." _

"And the reason they never caught the murderer was because it was never just one guy, right?" Rick asked. "He kept possessing different people to commit the murders, didn't he?"

_"Precisely so," _Sleepwalker replied.

"So how did he finally escape from his prison?" Rick asked.

_"The otherworldly prisons of the Mindscape are, regrettably, much akin to the prisons of the human world in that those confined within them have the capacity to escape. Indeed, Cobweb escaped on more than one occasion after I had captured him, thus necessitating my pursuing and capturing him once again, not unlike the manner in which human supervillains can escape places such as Riker's Island or Attica Prison," _Sleepwalker noted. _"And now, I must be off, for I have a most difficult task to attend to, and one whose success is tentative under the most optimistic circumstances," _he noted, vanishing through the portal leading to the human world before Rick could say anything else.

* * *

Benjamin Grimm, alias the Thing, woke to the sound of hard tapping at his window. At first he grumbled and turned over to try and go back to sleep, but the tapping became more and more persistent until he finally became annoyed enough to get up and answer it. Thinking that it might be Spider-Man, he resolved to tear a strip off the web-head for waking him up in the dead of night. To his great surprise, the Sleepwalker stood hovering outside his window.

"What the heck's goin' on, Sleepy?" the Thing yawned. "Got a supervillain that just can't wait?" he asked sleepily.

_"There is no time to explain," _the alien said, _"but I regret to inform you that I must repossess my Imaginator. I have the most urgent need of it." _

"What?" the Thing asked in surprise. "But Sleepy, Stretcho ain't done his work with-"

_"I must retake it!" _Sleepwalker shouted at him. _"Innocent lives are hanging in the balance!" _

It was all Ben Grimm could do to keep up with Sleepwalker as he disabled the security systems to allow the alien access to Reed Richards' lab, even as the scientist himself, Mr. Fantastic, came into the room followed by the rest of the Four. Sleepwalker didn't seem to hear their protests as he took his Imaginator out of the machine Reed had stored it in for analysis, before he warped a hole in the wall and flew right outside before sealing it up behind him and flying off into the night.

"What was that all about?" the Human Torch asked Reed.

"I wish I knew," the Thing answered for him. "Whatever it is, though, I gotta feelin' it's gonna get a whole lot worse before it gets any better."

* * *

It didn't take Sleepwalker long to pick up Jack the Ripper's trail, particularly since it was clear the demon was now openly tormenting him. With fire in his eyes, Sleepwalker set out in pursuit, quickly bearing down on Jack in a particularly bad part of town, half in rage and half in shame at what he was about to do.

This time Jack had possessed a middle-sized, hugely fat blonde man who was surprisingly well-dressed in a well-pressed shirt and pants, whose victim was a diminutive young woman barely out of her teens, but already haggard and worn from the perils of living on the street. The large hunting knife in Jack's hand gleamed brightly, and was surprisingly well crafted. At first Sleepwalker was caught off guard, but then he recalled how even high-class men could just as easily get a prostitute as did their poorer counterparts.

"Such a pleasure to see you again," Jack the Ripper rasped as Sleepwalker came down in front of him. "Still eager to watch a master at work?"

_"Let the woman go," _Sleepwalker said, his eyes gleaming dangerously.

"Or what?" Jack said mockingly, as the prostitute struggled uselessly in his grip. "You'll restrain my body again? That's not going to work, remember?"

_"In truth, I have another consequence in mind," _Sleepwalker said venomously as he released his warp beams.

"Wait, what are you-" Jack began before the beams caught the fat man in their focus, wickedly contorting the man's body as he cried out in agony. A second scream joined the man's own, as the entity that had become Jack the Ripper felt the searing agony that came with his connection to the man's mind being broken. Reeling from the blow, he lost control of his powers and found himself shifting back into the physical plane. As the prostitute ran away in terror, he saw the twisted body of the man he had possessed, contorted and bent almost beyond recognition.

"How…how did you…" he rasped, now appearing as a desiccated outline of John Edward Cicala, the man he had once been in life.

_"A Sleepwalker's warp vision is highly effective against demonic entities," _Sleepwalker reminded him coldly. _"When used upon a victim of demonic possession, the grip their oppressor holds over them is broken, and they are cast out like the filth they are." _

"But…you've broken your oath!" Jack said incredulously. "You Sleepwalkers are bound never to use your powers on living entities that aren't demons!"

_"I have already brought shame, dishonor and disgrace to my heritage through my past actions," _Sleepwalker reminded him. _"I do not have much further to fall."_

"But, that man…" Jack said, shuddering as a wave of pain wracked his being.

_"He shall recover," _Sleepwalker reminded him. _"The physical effects of my warp vision are temporary, while the mental effects are much longer-lasting. And you have suffered the worst of those effects," _the alien noted. _"Would you like to feel them again?" _

Jack the Ripper screamed in pain as Sleepwalker blasted him with his warp beams once again, his form shimmering in pain as he tried to fight back. His face twisted in rage before he flew at Sleepwalker, flashing brightly.

Sleepwalker flew into the air, Jack's form surrounding him in a supernatural haze. The night sky glowed with flashes of color as they struggled, Jack attempting to destroy Sleepwalker's mind and Sleepwalker attempting to weaken Jack with his warp beams. They were too evenly matched for one to overcome the other, and it seemed like they would battle until they were both too exhausted to continue.

Sleepwalker knew better.

Having sufficiently weakened Jack the Ripper, Sleepwalker suddenly broke free and backed away from his demonic foe, his eyes narrowing as he revealed his Imaginator. The device began to glow brightly as Sleepwalker focused its power, sending out a beam of golden light that struck Jack and caused him to begin screaming in agony.

"No…NO!" Jack screamed, as he fought back against the Imaginator's power. "I won't…let…you…imprison…me…AGAIN!"

_"In some respects, we are not so different," _Sleepwalker hissed to Jack as the monster began to fade away. _"Neither one of us is truly worthy of our freedom. We know the pain of imprisonment, of isolation, of loneliness, of being punished for our sins. I act to ensure that you receive a sufficient reward for your past deeds. I will not be alone in my suffering." _

It was then that Sleepwalker's Imaginator began to crack under the strain of trying to imprison Jack the Ripper. The Imaginators needed a continuous supply of mental energy to function properly, and without it this one was beginning to break down. Gritting his teeth, Sleepwalker forced some of his own personal reserves of mental energy into it, reinforcing the Imaginator's power even as Jack's resistance steadily weakened.

"You fool…" Jack rasped, as he began to fade away. "You're…destroying…the only…tool…that can…return you…to the Mindscape…"

A final scream of denial was all that Jack the Ripper could give before he was

gone, banished back to the Mindscape by the power of Sleepwalker's Imaginator.

Immediately afterwards, the Imaginator shattered and crumbled into dust in Sleepwalker's hand, destroyed by the strain Sleepwalker had put on it.

The alien hero let the dust be blown away on the night wind, as he flew out over the city and towards the ocean.

Sleepwalker knew that Jack had been right in everything he said.

For some reason, it did not bother him in the slightest.

_

* * *

_

Dr. Ashley Kafka's mind was entirely clear and open as she unlocked the triply-reinforced door that contained the controls for Ravenscroft's security system, including the controls for the special restraints that prevented the asylum's permanent residents from using their superhuman powers to escape.

_Her eyes gleaming with a sense of purpose, she slipped on a pair of silk gloves-the better to avoid leaving fingerprints, since she was not the only one with access to these systems-and set about deactivating the locks on the cell doors, the special restraints that nullified the inmates' powers, and the security system that allowed the asylum's operators to call for assistance in case of a jailbreak. _

_Serene and secure in her actions, she returned to her office, locked the door and sipped some more of her coffee as all hell began to break loose around her. _

(_**Next Issue:**_ Sleepwalker's worst nightmare comes true with the mysterious jailbreak at Ravenscroft, as the murderous Psyko leads an army of insane criminals on a rampage through New York! When Sleepwalker emerges to confront the monster, he finds himself fighting not only for his life, but also his sanity, as Psyko brutally reminds him of his own guilt and responsibility for the villain's crimes! Can the Sleepwalker possibly survive the final breakdown he suffers under Psyko's merciless assault? All this and more in _Sleepwalker #37: Sinners and Saints, Part One: Speak of the Devil!)_

* * *

**Author's Note**

It's at this point that I would like to thank my buddy Chris Munn for his help in co-writing this issue and helping to develop the plot, particularly the supernatural aspects. Chris is a master of the macabre, most particularly in his Ghost Rider series at Avengers 2000:

http:

.com

/av2000

/ignition/

No one does supernatural horror better than Chris, and you can be assured that his name on a story guarantees quality.


	41. Sinners and Saints: Speak of the Devil

"You put the sparks to the flame…"

"I've got your heart in my sights…"

Even as the music continued, Rick Sheridan and Alyssa Conover dissolved into hopeless giggling, while Cyrus, Kenny, Julia and Red cheered them on eagerly from their table.

Normally, drunkenly singing Elton John's _Don't Go Breaking My Heart _on karaoke at the campus bar after several beers wouldn't have been Rick's idea of a good time, but he was more than willing to make an exception when it came to celebrating Red's twenty-second birthday that March 3. When Rick had asked Red what he wanted as a present, Red had humorously asked Rick and Alyssa to serenade each other while he taped it to put on YouTube…which would also make a humorous birthday present for his mother, a devoted Elton John fan, whose birthday had been last week. Given the fact that she was still in Germany with Red's father, a U.S. Marine colonel who oversaw one of the brigades there, Red wanted to send his mother something a little more personal, along with the gifts he had already mailed.

As they finally finished the song and stumbled offstage, Rick and Alyssa were immediately propped up by their friends, even as Alyssa continued giggling. Unfortunately, she must have been more drunk that she thought, as she tripped and fell face-first onto Kenny, knocking him into a sitting position on the floor with Alyssa on top of him.

Bursting out laughing again and shaking his head, Rick moved to pick up Alyssa, grabbing one arm as Cyrus took the other and they both hauled her up. They finally dropped her back into her chair, even as her giggling continued unabated.

"Come on man," Kenny groaned, as he struggled to his feet. "Did you really have to do that? I mean, I was pretty comfortable…"

"Hey, cushioning her when she stumbles and falls flat on her face is _my _job," Rick said in mock tones, "and don't you forget it! You want to do it, get your own girlfriend!"

"Don't I get a say in this?" demanded Alyssa. "I should be able to fall onto whoever I want!"

"Yes, dear," Rick rolled his eyes.

"See? I told you!" Alyssa laughed as she took another drink. "We haven't even been dating three months, and I've already got him totally whipped!"

* * *

SLEEPWALKER #37

SINNERS AND SAINTS, PART ONE

"SPEAK OF THE DEVIL"

* * *

Sleepwalker hardly noticed their banter as he sat within Rick's mind, his eyes closed as he continually replayed his fateful encounter with Jack the Ripper over and over in his mind.

"_But…you've broken your oath!" Jack said incredulously. "You Sleepwalkers are bound never to use your powers on living entities that aren't demons!"_

_"I have already brought shame, dishonor and disgrace to my heritage through my past actions," Sleepwalker reminded him. "I do not have much further to fall."_

That was the heart of the matter.

How much further did he have to fall?

_"No…NO!" Jack screamed, as he fought back against the Imaginator's power. "I won't…let…you…imprison…me…AGAIN!"_

_"In some respects, we are not so different," Sleepwalker hissed to Jack as the monster began to fade away. "Neither one of us is truly worthy of our freedom. We know the pain of imprisonment, of isolation, of loneliness, of being punished for our sins. I act to ensure that you receive a sufficient reward for your past deeds. I will not be alone in my suffering." _

There didn't seem to be much else to it, the alien realized, from his original foolishness in becoming trapped in Rick's mind

to creating the monster calling itself Psyko

tothemurderofRick'sparents

_toalltheotherdeathshecaused_

**_tomybreakingmyoathand_**

**_andnotbeingabletostopJack'skillingsand_**

**_NOWIVEDESTROYEDMYIMAGINATOR_**

**_THECYCLEKEEPSBUILDING_**

**_WHATELSEAMIGOINGTOCAUSE_**…

* * *

"How'd your midterms go?" Cyrus asked Rick as they sat in the Coffee Bean after class the next day.

"A lot better than I expected, thank God," Rick replied, leaning back in his chair. "I'm so, so glad I only have to take Rocks For Jocks."

"All you fine arts types say that," Cyrus grumbled. "English class, on the other hand, is a total bitch. Care to remind me, again, why everybody has to take it?"

"We all need basic reading and writing skills, don't we?" Rick reminded him.

"So then why do we spend so much time analyzing literature written by a bunch of dead people?" Cyrus asked pointedly.

"I'll give you an answer once you tell me why _I _had to suffer through studying logarithms and trigonometry in high school," Rick rolled his eyes. "They keep saying we should have a well-rounded education, or something like that."

"Whatever," Cyrus shook his head. "All I know is that if I hear the name 'Shakespeare' one more time, I'm going to fucking lose it."

"It could be worse," Red pointed out as he sat down to join them. "You could have made the mistake of dating a woman obsessed with post-feminist poetry. Now _that _was a disaster…" he finished ruefully.

"Still a swinging bachelor, I take it?" Rick grinned.

"Don't even start with me, Rick," Red muttered. "Just don't start."

"Is that all that's got you down?" Rick asked in surprise. "You seem pretty stressed. Did you have problems with midterms?"

"Nah, those went well enough," Red smiled. "I know I aced the essay part in my Military History class on Mesopotamia…that was back when Iraq was a badass, you know."

"Then what's wrong?" Cyrus asked.

"Eh, I just miss my parents a little," Red sighed. "I mean, ever since Dad got promoted and transferred over there, I hardly ever see them. It's just not the same without them around, you know?"

Rick only frowned at this.

"Oh shit," Red winced in recognition. "I'm sorry Rick, I totally forgot-"

"No, it's fine," Rick nodded. "I just know how you feel, is all. Why don't you go see them in the summer?"

"Yeah, that's what I plan on doing," Red replied. "I just need to make sure I have enough money to travel, and keep covering my half of the rent, that I can find accommodations, stuff like that. What were you guys planning for summer vacation?"

"Getting more hours in at the _Daily Bugle,_" Rick said. "Coming up with the money for tuition next year won't be easy. I heard they're planning another hike?"

"Six percent," Cyrus rolled his eyes. "What, do they think we're _made _of money?"

"Times are tough all over," Red noted. "If the government absolutely _has _to spend our money, why don't they at least spend it on education, instead of on some sinkhole in Iraq?"

Cyrus and Rick just looked askance at him.

"What?" Red asked.

"You sound like Julia," Rick pointed out.

"You want a boot up your ass?" Red demanded, his eyes flaring.

The three men sat in silence for a few minutes, before they burst out laughing.

* * *

_**Three days later…**_

When the cell doors were unlocked, the inhabitants of the Ravenscroft Institute for the Criminally Insane did not quite believe it at first. Nor did they entirely believe it when their restraints were deactivated. Having spent so long in their shackles, they were unused to the notion of being able to move about freely, but it did not take them long to make use of their newfound liberty. Screams from the asylum staff, curses from the Guardsmen who acted as security, and shrieks and howls from the escapees filled the air as some people tried to escape, others tried to return the inmates to their cells, and others were concerned with getting their hands on something they could use to cause some real damage.

Some of the residents didn't even need to do that. Ravenscroft was where some of the country's most dangerous supervillains were kept, feared as much for their insanity as for their terrifying superhuman abilities. Notorious villains like Typhoid Mary, the Abomination, the Bookworm, Sabertooth, the Chain Gang, the Grim Reaper, Blackout, ZZZAX, Deadpool, the Brothers Grimm and Fever Pitch were incarcerated here, and they eagerly exploited their chance at freedom.

The Guardsmen tasked with trying to return the escapees to their cells were putting up a valiant effort, in between trying to rescue the staff, capture the non-powered killers and sadists that made up the bulk of the asylum's population, and fight the supervillains. Normally they would have called for backup in the event of a total mass breakout, but for some reason their lines of communication had been disrupted. Even then, they had already subdued a number of the inmates, and were giving a good account of themselves against the supervillains.

It was then that he appeared, his bone-white skin and insane green eyes reflecting the fires that had already broken out in several areas. His thick mane of yellow-orange hair flew behind him in the wind from the broken windows and holes in the wall, even as the grin crossing his skull-like face revealed long, green teeth. Twin rows of bone began at his waist and grew up across his chest and over his shoulders, sprouting a long row of spikes. Other smaller spikes grew all across his body, seeming to tear through his skin, though he felt no pain.

The monster known only as Psyko took a few minutes to bask in the mayhem around him, reveling in the murder, destruction and bloodshed. He burst out laughing, a sound that chilled even the spines of the hardened murderers who heard it. A number of people involved in the melee below him actually stopped, staring at Psyko in fear.

They had good reason to be terrified, as a sickly green light blazed from his eyes and washed over everyone below him. He passed through all the corridors of the asylum at frightening speed, until he had spread the eerie light to everyone unlucky enough to still be in the asylum.

Chaos turned to mass insanity, as everyone in the asylum, from staff to Guardsmen to the non-powered inmates to even the hardened supervillains themselves, began screaming in terror. Some of Psyko's victims tried to fight the horrors they saw in front of them, others tried to run and hide in fear, but everyone was equally affected by Psyko's eye beams, which forced them to constantly relive their worst nightmares over and over and over again.

Psyko's laughter became outright hysterical giggling, as he concentrated, exerting his perverted will on everyone he saw before. Even as they continued screaming and cowering, the crowd of people began acting at Psyko's mental commands, the staff and the Guardsmen going to the asylum cells and locking each other within them while the killers and supervillains fell into line behind their perverted master. Psyko led them out of the asylum and into the parking lot where they began breaking into the parked cars and trucks, climbing aboard as Psyko concentrated on the vehicles themselves, causing them to roar to life and begin screeching, honking and grinding with a manic life all their own.

Some of the villains could run or fly fast enough to keep up with the vehicles, and Psyko was considerate enough to have them carry some of the straggling nonpowered humans who couldn't fit onto the vehicles. Like rats following a twisted Pied Piper, the mass of screaming and crying criminals and their roaring and blaring vehicles followed Psyko as he set off down the highway, his destination already confirmed.

New York City.

* * *

Word of Psyko's macabre parade had already gotten to the authorities, who had attempted to set up roadblocks to stop them. Of course, with so little time to prepare, they had not been able to set up any kind of defense against Psyko's twisted abilities, and were unable to stop the monster from casting its green eyebeams over them, leaving them perfectly defenseless against his insane minions. They passed through three roadblocks in this way, leaving madness and destruction in their wake.

When they arrived in New York, Psyko turned his slaves loose on the city, even as he took to the air on his own. He took a few minutes to spread his light across different parts of the city, causing local eruptions of madness and fear in his wake, before he found what he had truly been seeking.

The Raft was the superhuman wing of Riker's Island, New York City's official prison, located on the East River between Queens and the Bronx. Like Ravenscroft, it was home to a large collection of super-powered costumed villains, including such illustrious names as Electro, Firebrand, the Rhino, Mister Hyde, Man-Bull, Screaming Mimi, Spectra, the Nasty Boys, Will O' the Wisp, the Scorpion, the Absorbing Man, Doctor Octopus, the Mongoose, the Sandman, and so many more. The prison's security system was just another toy for Psyko to drive insane with his eye beams, causing them to screech and blare at random even as the cell doors and power restraints were systematically destroyed. As the prisoners tried to escape, they too fell victim to Psyko's insanity, screaming and babbling at random as they were forced to continually relive their worst nightmares.

Completely under Psyko's control, the criminals were sent by their new master to run amuck in the city, further heightening the chaos and the destruction.

Most nightmares only struck while their victims were asleep, and could be escaped when the victims woke up.

Only now the nightmare was all too real, and its victims had nowhere to run and nowhere to hide.

* * *

The screams and crashes, echoing on the breeze through Rick's open window, caught his attention and led him to turn on the TV to see what was going on. Every channel had pre-empted its regular coverage to show the mob of supervillains and mental patients running amuck through downtown New York, focusing on Psyko's hideous, leering nightmare of a face as he led the riots. As he paled in horror, he felt the familiar wave of drowsiness come over him, and nodded before going over to the cupboard and swallowing a bunch of sleeping pills, closing his eyes as he let Sleepwalker put him to sleep and emerge into the physical world.

* * *

Sleepwalker had been familiar with the nervous breakdown Rick had suffered after he had learned that his parents had been murdered by Psyko, recalling the throbbing headaches, the agonizing tension in Rick's limbs, his heartbeat pounding violently, and the endless sense of grief and despair.

Now Sleepwalker felt those sensations himself, as he flew over the mayhem he saw below. Riot police, the National Guard, and other local superheroes fought many of the crazed villains, struggling to subdue them and protect the innocent civilians who had fallen victim to their attacks or who had themselves been infected by Psyko's madness. Even the Avengers, that internationally-renowned team of superheroes, had been summoned from Washington in an attempt to contain the disaster, fighting against the maddened supervillains despite being almost hopelessly outnumbered.

Everywhere was fire, insanity, blood and death.

Every facet of Sleepwalker's compound eyes took in every gory detail.

The alien saw his reflection as he passed by one of the skyscrapers, as he looked into his own eyes.

Grief and despair were soon joined by an overwhelming rage and hate, a pure, visceral loathing that caused Sleepwalker's eyes to flare brightly as he fixated on the perverted energies he felt emanating from Psyko and flew to confront the monster.

His ears were full of screams, his eyes were full of violence, and his heart was full of guilt, rage, hatred, and despair.

* * *

_"Ah, to see my brother once again! And on such an auspicious occasion!" _Psyko laughed hysterically as he turned to confront Sleepwalker, who was flying toward him. The monster stood hovering in the air above Times Square, basking in the chaos he had caused, when he sensed Sleepwalker's approach.

_"How did you effect your release from imprisonment?" _Sleepwalker demanded, as he charged in and threw a punch at Psyko.

_"You wound me with your ignorance, brother!" _Psyko said mockingly as he dodged out of the way and raked his claws across Sleepwalker's back as he passed by, before grabbing the alien by the arm, spinning him around and driving his fist into Sleepwalker's face. _"Have you so soon forgotten how I reveal the concealed feelings, the secret dreams and fears, the desires no one can ever know. Nothing can escape me, nothing can remain hidden from me. Those feelings and that knowledge have given me my freedom, and now I have returned to show you the truth about yourself." _

_"You know nothing of truth!" _Sleepwalker shouted as he broke free of Psyko's grip and lunged at him once again.

_"Do I not?" _Psyko asked mockingly, as he easily blocked Sleepwalker's next attack, spinning him around and flinging the alien into the wall of a nearby building. Psyko focused his madness beams on the wall, causing it to twist and writhe in agony until it became a field of distorted spikes and barbs, which wickedly tore Sleepwalker when he crashed into it._ "All around me, I see death, violence, nightmares, murder. None of these things would be possible without your help, brother! You and I have brought about this exquisite hell, together once and always together! Do you not see how much alike we are?" _he smirked, slapping aside the pieces of masonry Sleepwalker broke off from the wall and threw at him.

_"I am nothing like you!" _Sleepwalker screamed in rage, before he broke off another large spike and shaped it into a viciously edged spear with his warp beams, flying at Psyko once again. He thrust the spear in a frenzy, which Psyko continued to easily dodge while throwing punch after vicious punch into Sleepwalker's face.

_"Do you not recall our encounter in the nightmare?" _Psyko laughed. _"Must I remind you once again that you and I are intertwined, now and forever? That even as you gaze upon me, you gaze upon yourself, the truths you cannot admit, that you try hide from yourself even as it remains within your heart and soul?" _So saying, he grabbed Sleepwalker by the arms and suddenly flew to earth, brutally slamming the alien into the hard, unyielding pavement. As Sleepwalker rolled about on the ground, trying to get up, Psyko grabbed him by the neck and pulled him up, staring into his face.

_"You need but reflect, and the answer will appear before you," _Psyko reminded Sleepwalker. _"Think of the agony, the misery you have inflicted upon your human host, Rick Sheridan. His despair very nearly overwhelmed him, did it not? His life brought almost to ruin?" _He viciously clawed Sleepwalker across the face, even as he cast his madness beams over the struggling alien.

"_Your attempts to capture Cobweb led to my creation, and the suffering and horror I have wrought since then," _Psyko smiled, as he widened his madness beams to fashion a nearby pile of wreckage into a pile of metal that slithered and writhed with a mind all its own. Throwing Sleepwalker into it, he intensified his power and made the metal viciously serrated, cutting Sleepwalker all over his body and covering him in long, ugly gashes. _"How many have died at my hands because of your hatred, your anger, your guilt? Your truest hatred of Cobweb gave rise to me, and the cycle has continued unabated since that time. From guilt to guilt, from hate to hate, you and I have perpetuated horror and death." _

_"How else, then, to explain the judgment of the Silent Ones?" _Psyko continued unabated, as he threw Sleepwalker into a pile of broken live wires, using his madness beams to supercharge them and electrocute his alien victim. _"They were prepared to execute you for your crimes and failures!" _Sleepwalker broke free and charged at Psyko again, who simply grabbed him by the arm and shoulder, spun him around and threw him across the street. Sleepwalker crashed through a window and landed in a pile of broken glass. Grinning sadistically, Psyko then cast his madness beams on the glass shards, gathering them up into a whirlwind of sharpened death that trapped the rising Sleepwalker within it, tearing into him from every angle even as Psyko continued casting his madness beams on him.

_"You have broken your oaths as a Sleepwalker!" _Psyko continued merrily, picking up a wrecked car and repeatedly beating Sleepwalker with it, even as he continued casting his madness beams unabated on the alien. _"Were you a truly worthy protector of the Mindscape, you would have found a way to defeat Jack the Ripper without casting your warp beams on a human!" _

"_You fell victim to Cobweb's deceptions, allowing him to initiate his true plan against the defenseless, innocent Kevin MacTaggart! What Sleepwalker worthy of the name would permit such a thing to happen!"_

"_I shall kill you," _Sleepwalker muttered, struggling to his feet. Covered in his own blood, his bones broken and his skin torn raw from open wounds, Sleepwalker's eyes still glowed brightly with his warp vision as he prepared to carry out his threat. _"That will break the cycle." _

"_To me you can lie, but to yourself is another matter," _Psyko mocked him. _"In such a case, you will have broken the final and most sacred oath of your race, that you must never take a life. It is one thing to destroy the mindspawn and mindmites, creatures that have no will of their own and are not alive, serving merely as the extensions of another entity's will…but quite another to destroy even the most malign of demons! Should you kill me, you will have confirmed the truth of what I say. You are no Sleepwalker worthy of the name, breaking your oaths and causing ever more suffering and misery!"_

So saying, Psyko easily blasted Sleepwalker's warp beams aside with his own madness vision. Grabbing the weakened Sleepwalker, he took to the air, continuously forcing his own malign energies into the alien as he continued his speech.

"_Once again, I show you the truth you try to hide," _Psyko told him. _"My death would be just the beginning. You and I are linked, brother, together now and forever. My energies, my spirit, my soul, would live on within you, once you had broken that most final of oaths, the beliefs that define you as a Sleepwalker. I have done nothing that you are not responsible for, and have not created, in your own way. Far from protecting the innocent from their nightmares, you have damned them to eternal suffering. Whether you kill me in my current form or not, my survival is guaranteed and I will live on."_

For several minutes they flew, Psyko continuing to cast his madness beams over Sleepwalker.

"_I do nothing but expose the truth you try to deny, the fears and hatred within you. From the very day you became trapped in Rick Sheridan's mind, you were akin to me, with the destruction you caused, the near ruin of the young man's life, the grief, madness and death I caused after my transformation, your failure to prevent the torture and suffering of young Kevin MacTaggart, your failure to stop Jack the Ripper from murdering those innocent women, you and I have been as one to further Cobweb's cycle. This is the truth you try to conceal, but that you cannot deny. It stalks you, follows you, never lets you go, leaving you with nowhere to run and nowhere to hide."_

Psyko smashed Sleepwalker head-first into a nearby building.

"_That nightmare is you." _

Psyko threw Sleepwalker through another window.

"_That nightmare is me." _

By now Psyko had come to the Empire State Building, and he flew all the way to the top, gazing over the destruction and horror that had spread across the city like a living, malignant cancer.

Still holding Sleepwalker in his grip, Psyko grinned wickedly as he put his hands around the alien's throat and squeezed, hearing the satisfying crack of Sleepwalker's neck breaking.

"_Hence the tragic irony of the so-called heroes, the defenders of the innocent," _the monster said philosophically, as Sleepwalker fell limp.

"_They always have so much farther to fall." _

So saying, Psyko brutally hurled Sleepwalker into the abyss.

Psyko watched as Sleepwalker fell more than twelve hundred feet to the ground and landed with a sickening crunch, leaving the pavement riddled with cracks all around him.

What was left of Sleepwalker was barely recognizable, a broken corpse lying in a pool of its own blood, covered in sickening gashes and wounds with shattered bones protruding from open fractures. The alien did not move as Psyko flew down to examine him, and for a moment Psyko could not tell if Sleepwalker was still alive.

In any event, there was nothing else for Psyko to do besides make contact with some of his enslaved minions, willing them to carry out some of his final instructions.

* * *

Despite his slumber, Rick instantly awoke at the sound of the knock at the door. Horrified by his awakening, he tried to get back to sleep, and instantly collapsed as he felt himself knocked out once again, presumably by Sleepwalker.

He found himself manifesting within his mind, and felt an overwhelming sense of dread as he realized something was very wrong. He looked around for Sleepwalker, and was horrified to see the alien's broken form lying on the ground nearby. Giving a cry of horror, he ran over and examined Sleepwalker's body. Despite only being a manifestation of his consciousness, Rick fought back the urge to vomit when he saw what Psyko had done to Sleepwalker.

He vaguely remembered how Sleepwalker had told him that his race's healing factor was triggered by exposure to a constant supply of mental energy. Rick proceeded to give Sleepwalker just that, willing some of his own mental energy into the guardian of the Mindscape and giving a sigh of relief as he saw Sleepwalker's wounds begin to heal. He picked Sleepwalker up and carried him over to his connection to the Mindscape, where he gently lay the alien down and stood back, willing all the energy he was gathering into his fallen friend.

Several long, agonizing minutes passed before Sleepwalker stirred to life, and slowly began to rise. His wounds continued to heal, much to Rick's relief, but there was a strange, haunted look in his eyes.

"Sleepwalker!" Rick said in amazement. "Thank God you…what's wrong?" he asked, becoming more and more alarmed as Sleepwalker advanced on him. Sleepwalker's eyes glowed with an inner darkness, so different from the usual brightness that suffused them, and the look on his face was that of a dead thing. Rick continually retreated, even as Sleepwalker continued advancing on him remorselessly.

"Sleepwalker?" Rick began, alarm giving way to fear. "What…what are you doing?"

_"I can no longer indulge my own falsehoods about the truth and nature of my existence," _Sleepwalker said dully. _"My façade has been torn away, the deplorable nature of my sins revealed, however considerable my efforts to deny them."_

"What the hell are you talking about?" Rick demanded.

_"I have perpetrated the cycle of misery, terror and death for too long," _Sleepwalker replied. _"Now, I see myself for what I truly am, deserving of the horrible fate that has been inflicted upon me. I shall soon go to join my brother to continue my work, but in one respect I feel I may at least make amends for one of my most egregious crimes." _

"Sleepwalker…what did Psyko do to you?" Rick asked in horror.

_"He has executed no deed that I have not already assumed responsibility for," _Sleepwalker replied. _"From the first moment that I became trapped in your mind, I have contributed to the ruin of your life. I must now break the cycle." _

"Wait…what…" Rick trailed off in fear.

_"My hands are already stained with such torrents of blood that one more death will make no difference," _Sleepwalker continued, always in that same broken monotone. _"Your death at my hands serves a dual purpose, both to further illustrate my basest nature, and to liberate you from the pain I have inflicted. I would execute myself, but I am in no way worthy of such a dignity." _

Rick simply stared at Sleepwalker mutely.

_"I am only capable of expressing my most profound regrets," _Sleepwalker concluded as he advanced on Rick relentlessly.

(_**Next Issue:**_ Completely broken in mind and body by Psyko, Sleepwalker now seeks to destroy Rick's consciousness as a means of atoning for his sins and freeing Rick from the suffering Sleepwalker has wrought on him. Can Rick possibly hope to fight back against one of his dearest friends? And how can he even attempt to defend himself against a being with centuries of experience in mental combat? All this and more in _Sleepwalker #38: Sinners and Saints, Part Two: Fallen Angel!)_


	42. Sinners and Saints: Fallen Angel

Within his sleeping mind, Rick Sheridan stared in horror at Sleepwalker. The alien hero had suffered a nightmarish beating at the hands of Psyko, who was even now ravaging New York City with an army of brainwashed supervillains and mental patients. When Sleepwalker had attempted to stop him, Psyko had responded by beating the alien to within an inch of his life, to the point of tossing him off the Empire State Building, before Rick had awoken and Sleepwalker had been pulled back into his mind.

Now, apparently driven mad by Psyko himself, Sleepwalker intended to destroy Rick's consciousness, apparently hoping to atone for his past sins. With centuries of experience in mental combat, there was little Rick could apparently do to stop him.

The alien smashed through the barrier Rick tried to conjure, and easily blasted away the knights and karate fighters Rick summoned from his memories to protect him. Sleepwalker was a seasoned veteran of battles on the mental plane, far stronger than anything the inexperienced Rick could think of.

Rick tried to run, but he realized his folly when Sleepwalker vanished and reappeared in front of him. He ran in another direction, but then Sleepwalker winked out of sight and appeared once again in front of Rick, this time grappling the young man and holding him in an iron grip that Rick found impossible to break.

A look of terrible sadness and remorse appeared on Sleepwalker's face as he briefly released Rick, before grasping his neck and slowly beginning to squeeze.

Rick knew he wasn't literally being strangled, but he felt the pain and agony all the same. He felt his life slowly being snuffed out as Sleepwalker tightened his grip.

He felt himself slowly beginning to fade away, even as the haunted light in Sleepwalker's eyes bored into his soul.

* * *

SLEEPWALKER #38

SINNERS AND SAINTS, PART TWO

"FALLEN ANGEL"

* * *

Rick struggled uselessly in Sleepwalker's grip, but quickly realized that it was hopeless. He couldn't possibly defeat Sleepwalker in mental combat, and in any event the alien's mind had been so broken by Psyko's manipulations that Rick wouldn't be able to reach him anyway.

Rick was almost dead, his consciousness on the verge of being destroyed by Sleepwalker, but in that same moment, he found one last glimmer of hope.

Thinking frantically, he conjured the mental repolarizer that Sv'ara had dropped off to give to Sleepwalker. With Rick's permission, Sleepwalker had left it in Rick's mind for safekeeping, not wanting to risk it falling into the wrong hands in the human world. The night-blue pendant was the same type of repolarizer Sleepwalker had worn on a previous occasion, when they had needed to return to the Mindscape to battle the

demonic Cobweb. It had the effect of reversing their fusion, allowing Rick to enter into Sleepwalker's mind and accompany his alien friend into the Mindscape, seeing the world through the alien's eyes and understanding his thoughts.

With his last ounce of strength, Rick grabbed the pendant and slipped it over Sleepwalker's neck.

There was a bright flash of blue light as Rick and Sleepwalker seemed to merge, their outlines fusing into one entity. Finally, as the light faded away, only Sleepwalker remained, slumping to his knees and sitting in silence, the glow in his eyes fading until there was only a faint shimmer remaining.

* * *

Rick felt himself materializing in Sleepwalker's mind, his eyes still closed. He took a moment to catch his breath, relieved to have the pressure taken off his throat, before he stood up and opened his eyes.

As soon as he did so, Rick instantly regretted it.

Sleepwalker's mind throbbed and pulsated in agony, a sickening madness seeming to pervade its very essence. Psyko's insanity had forcibly penetrated the alien's consciousness, spewing his hate, malice and sadism to the point where it infected Sleepwalker's very soul. Shame and guilt resonated and swirled around Rick, creating a twisted, penetrating sense of grief and remorse that was almost tangible, hanging in the air with an acrid, polluting stench that swirled around Rick in a perverted haze.

All around him, Rick saw images of the depraved things Psyko had done to his victims, both before and after the fateful night where Cobweb had intervened to transform him from a man into a monster. Above it all, constantly replaying in an endless, vicious cycle, was the scene in the textile plant where Sleepwalker confronted Cobweb amidst the gunfight the criminals were having below them. He saw the twisted energies Cobweb had channeled from the Mindscape, that had nearly killed Sleepwalker and transformed Jeremy Roscoe into Psyko.

The young man was sick with horror as he looked around, surrounded by a vision of hell. He shuddered as he realized the full extent of what Psyko's victims suffered when he had infected them with his madness, being forced to relive their worst nightmares over and over again even as their bodies fell under the monster's control. They had nowhere to run and nowhere to hide.

And now, Sleepwalker's mind was almost completely broken, even moreso than his body had been after his physical battles with Psyko.

Alone in the darkness, Rick did the only thing he could possibly think of.

"Terren'sk!" he called out.

No response.

"Terren'sk!" he tried again, this time in the Sleepwalker tongue.

Everything seemed to fade out of focus for a second.

"**Terrens'k!" **Rick said once more, again using the Sleepwalker language.

The horror around him seemed to flicker, before Rick saw a figure appear in the darkness ahead of him. Running towards it, forcing himself through the feelings of despair and grief. The horrors of Psyko's madness seemed to close in around him, pushing him back even as he continued to struggle.

"Terrens'k!" Rick called out desperately, as the figure in the distance seemed to look up for the first time.

The madness came in around him once again, rising up as if to smother him, but Rick thrashed furiously, fighting desperately against the darkness. It knocked him down once, before he got up again. Then the darkness slammed him head-on, leaving him dizzied and weak, before he forced himself to his feet. The darkness then tried to strangle him, forcing a deathly cold grip around his mental throat, but he stubbornly refused to give in, remembering the images of Sleepwalker's first battle with Psyko that the alien had showed him.

* * *

_The two combatants pummeled each other viciously as they drifted over the New York skyline, both bloodied and battered with injuries that would have killed any ordinary human. Psyko tore at Sleepwalker with wicked claws and fangs, and Sleepwalker responded with bone-crushing punches and grappling moves that would have broken the limbs of any human. _

_Sleepwalker's bones were breaking, his muscles were tearing, his skin was burned and charred, blood poured from open wounds, his nerves were rubbed raw and on fire, his breath was coming in long, ragged gasps._

_The only things in his mind were Bill and Florence Sheridan, dead center._

_The glimmer of the city lights on the water caught their attention, as their fight now came down to the docks. Breaking free, Psyko flew towards the loading cranes used to lift heavy freight, maddening the heavy machinery and bringing it to life with a piercing, maddened screech. The cranes all swung at Sleepwalker in a frenzy, but the alien dodged and spun around every single attack, before finally seizing one of the cranes and ripping it off its moorings. Psyko flew upwards to avoid Sleepwalker, using the cranes to screen his foe, but Sleepwalker simply flew up and around them, before swinging the crane he carried at his most hated of foes._

_Psyko was hit with a bone-crunching line drive that sent him plummeting into the water, stunned. Immediately, Sleepwalker set to work warping the water itself, whipping the tides into a frenzy and creating a massive undertow that left Psyko helpless, being thrown around too fast and too hard to concentrate enough to break free. Sleepwalker developed a piercing headache from the sheer amount of warp energy he was expending, but he barely felt it. _

_Eventually, at his command the waves brought Psyko up to him again, before Sleepwalker smashed the murderous thing one more time with the crane. Finally, Sleepwalker warped the water one more time, trapping Psyko in a prison of ice and finally washing the battered creature up on shore, as he flew down to confront it, tossing the crane aside. _

* * *

The darkness redoubled its efforts, almost crushing Rick beneath its sheer weight.

"Terrens'k…Sleepwalker…" Rick gasped, seeing the figure struggling to its feet. "I…I need your help…"

* * *

_Mrs. Seymour braced herself against the night's bitter cold, trying to muster the strength to make it the last few blocks to her apartment. She was a widow now, ever since Harold had died two years ago. She still managed to get by on his pension, although it wasn't much, especially these days._

_She rounded the corner, barely steps away from her apartment, until she was suddenly dragged into an alley. She screamed as she was surrounded by three huge young men, each wielding a nasty blunt weapon._

_That was what Mrs. Seymour saw at first._

_Then the purple eyes appeared._

_One of the thugs was punched in the head, knocking him cold before he could do anything. The other two whirled around and sprang at the figure behind them, who simply wrenched the chain out of one of their hands and used it to trip them up, before binding all three thugs with the chain and sealing it with his warp-beams._

_Mrs. Seymour was at first inclined to scream as she saw the owner of the purple eyes-a tall, green-skinned thing, clad in blue garments with a purple cloak and cowl, and matching arm and leg wrappings. Then, however, she felt a sudden feeling of relief. She knew, somehow, that this creature wouldn't harm her._

"Your home is nearby, is it not?"_it asked her with an alien, yet oddly comforting, voice._

_She nodded._

"_Then return there, and stay inside. It shall be for your own protection," __Sleepwalker urged her._

_She picked up her bags and made her way into the apartment complex, slamming the door behind her._

_Sleepwalker nodded grimly, before he set off again into the night._

* * *

Rick couldn't hold out much longer. The madness, that same malice, horror and despair that had nearly destroyed Sleepwalker's mind, was on the verge of smothering him. Only a sheer refusal to give in kept him from being snuffed out, but even that couldn't last forever against the darkness.

_"…Rick…" _he heard the voice calling out to him.

"Terrens'k!" Rick called back. "Can you hear me?"

_"…You…trapped…my mind…the darkness…" _the voice seemed to reply.

"You've got to fight it, Terrens'k!" Rick called back. "I need your help!"

* * *

_The wind howled in the bitter snowstorm outside the young woman's bedroom window that night, making her glad she had taken out an extra blanket to guard against the cold December winter. It didn't seem to be helping, though-she felt an ominous chill, that kept her nerves on edge. There was something…__something…_

_She screamed as he burst into her room, his wicked grin making his intentions clear._

_Initially paralyzed with fear, she involuntarily turned to look at her window, which glowed purple as it was warped open. She tried to scream again, but she simply did not know how to react to the tall, gaunt, green-skinned humanoid, dressed in blue with a purple cowl and arm and leg wrappings._

_The thug cursed and raised his knife to charge at the humanoid, who simply emanated a strange purple light from his eyes down at the floor. Incredibly, the carpet seemed to come to life, tearing itself apart as a strip snaked around the man, wrapping him up tightly. He struggled vainly to escape, but it was no use, as the light continued emanating, making the carpet as strong as steel._

_The humanoid turned to look at her, its strange, insect-like compound eyes glittering. She knew she should be horrified by the creature, and its strange alien appearance, but there was just…something about it, that made her realize she had nothing to fear from it._

"You are unharmed?"_it asked her in a strange, echoing voice._

_She nodded in reply._

"Then I would advise you to contact the authorities, so that they may properly dispose of this miscreant,"_it continued, as she ran out of the room to do just that._

"_I'll kill you!" the thug shouted, thrashing vainly in the warped carpet. "I'll fucking-"_

"How pitiful,"_Sleepwalker said calmly, his eyes piercing the thug's own. _"You demonstrate courage and strength against one who cannot oppose you, yet are utterly incapable of standing against one who has the capacity to resist. Am I not correct?"

"_Shut up! Just shut the fuck-"_

"You have confirmed all my suspicions,"_Sleepwalker said, raising an eyebrow. __"Particularly that a real 'man', as many are wont to put it, would not sink to such depths as yourself." _

Perhaps I am alone in this world,_Sleepwalker realized. _But for the moment, that matters not, so long as I remember who I am, and what my role in life is.

_Repairing the woman's window with his warp beams, Sleepwalker smiled as he heard police sirens outside, and heard the voice of the woman, shaken but unharmed, speaking to them._

* * *

Everything flashed once again, the horrors around Rick suddenly losing their substance. The young man redoubled his efforts and threw off the darkness, breathing heavily. He could feel it rallying to come at him again, and knew he didn't have much time, even as the figure in the distance began glowing with its own strange light, seeming to gain in strength.

_"…Why are you here?" _the voice called out to Rick.

"I'm here to help!" Rick shouted back. "Just look at what Psyko's lies have done to you!"

_"…They are no lies…" _the voice replied. _"…They are the truth, a mirror image thrust before me, a reflection of the perversions and horrors for which I am responsible, and the suffering and misery that has been wrought in its wake." _

The darkness came at Rick again, squeezing him in an iron grip even as it seemed to gain in strength. He fought valiantly, but he felt the darkness all around him, determined to crush the last bit of life out of him. There was little else he could do, save recall the last time he had confronted Sleepwalker's madness…

* * *

_Rick suddenly understood._

"_Terren'sk!" he shouted urgently._

_Terren'sk made no reply either mentally or physically._

"_**Terren'sk!" **__Rick shouted again._

_The Sleepwalker shuddered, seeming to register the pain of his wounds for the first time, just barely deflecting Cobweb's next attack with his mindrake._

Rick! What are you doing? _Terren'sk thought urgently._

"_This is just what he wants!" Rick called out to Terren'sk urgently. "You're playing right into his hands!"_

Don't…interrupt…lies…_Terren'sk thought confusedly._

"_Dammit, it's not a lie and you know it! He's just trying to make you angry, make you forget yourself! Cobweb's illusions are just making you act the way he wants! He knows about your guilt, your loneliness, all that stuff! You can't fight back if you don't think straight!"_

You think you know him? _Terren'sk thought back urgently, but less angrily this time._

"_You're damn right!" Rick shouted to him. "The shit he creates, he feeds off it, makes it take on a life of its own! You know that as well as anyone!"_

_Terren'sk suddenly whirled around and caught Cobweb full on with his warp beams, causing the monster to scream in pain._

"_You want to beat him?" Rick called out. "Break the cycle! That's the way to do it!"_

I…have beaten him many times before,_Terrren'sk thought. _Why should now be any different?

"_This time it's different because he caught __**you **__in the cycle!" Rick shouted. "You've been through my thoughts? Now I've been through yours! I know how you feel, but you're not alone! I'm here with you! Don't let this bastard win! You know how he plays the game!"_

* * *

Rick knew he should have been dead by that point. There was no way that he could have survived the darkness's crushing grip on his own, so how did he survive?

Opening his eyes and looking around, he saw the figure in the distance steadily advancing towards him, gaining strength and color as it forced its way through the images and horrors around him. The Sleepwalker, manifest within his own mind, joined in the struggle against the darkness as Rick resumed his efforts, finally breaking free as Sleepwalker stood before him. All around them, the darkness became hazy, shimmering in and out of focus.

"Terrens'k!" Rick said urgently as the outline made its way to him. "What did Psyko do to you?"

"_You may plainly observe for yourself the consequences of my clash with Psyko," _the phantom Sleepwalker said in a low, rasping voice. _"I suffer now from a full awareness of the truth." _

"Bullshit!" Rick shot back, as he brought back the memories he had previously conjured. "Psyko's lies are just like Cobweb's-he's got you trapped in the cycle, and you need to break free!"

"_There is too much blood on my hands to merit any forgiveness," _Sleepwalker replied mournfully, _"particularly when I am dishonored with the blood of your parents, and the near ruin of your life." _

"But just look at everything else you've done!" Rick protested. "Every person you've helped, every supervillain you've fought…doesn't that count for anything?"

Another memory suddenly appeared unbidden, as Sleepwalker seemed to be reacting to Rick's words.

* * *

_Julia stood in silence for some moments._

"_But you said Rick forgave you, didn't he?"_

"Perhaps he has the presence of mind to ascribe blame to Cobweb and Psyko, rather than myself,"_Sleepwalker said slowly, _"but by no means does this absolve me of responsibility for my sins. Only through continuing in my role as a warrior, as a defender of those who cannot protect themselves, shall I be able to atone until such a time as I am able to return to the Mindscape, should I prove worthy of such an honor."

"_Worthy?" Julia started._

"How might I walk among my kin, knowing what I have allowed to flourish upon this world? Am I deserving of a return to the Mindscape, irrespective of my desires to return to my former home?"

_Julia said nothing at first, before drawing Sleepwalker close._

"_But think of all the good you've done," she said. "I owe you my life-twice over-and how many other lives have you saved? How many livelihoods have you saved with the robberies and crimes you've prevented? Doesn't any of that count for anything?"_

_Sleepwalker said nothing._

"_That's the thing-how many of us do you think truly realize the good we do in this world? You save a man's life, but besides that you might have also spared a little boy the trauma of losing his father. You stop a rapist or a killer before they have a chance to strike again, and who knows how many people you've prevented him from harming? All those people, whose lives might otherwise have been ruined, managed to survive. Who knows what good they might do in the future?"_

"Much of what you say is pure speculation,"_Sleepwalker noted doubtfully._

"_That's because humans tend to only focus on the bad side of things in life. We often overlook or even forget the healing, the reconciliation, the good, call it whatever you like. Seems like it's a trait among Sleepwalkers too," she grinned. "I mean, just look at me. With my help, Dr. Fong is finally going to get due credit for his research, and get back the profits that rightly belong to him. Do you really think I could have done that if Lightmaster had killed me? And who knows what Dr. Fong's work will do in the future, if he puts it to a better use than trying to kill people?"_

"None of what you say alters the fact that my rashness has led to the murders of Rick's parents, the near ruin of Rick's life, and the creation of Psyko_," __Sleepwalker shook his head. _"Such grievous consequences cannot be forgotten so easily, particularly as they are the antithesis of what I believe in as a Sleepwalker. I have betrayed my principles, my honor, indeed the very reason for my existence."

"_But Rick's managed to keep going," Julia protested. "He's got Alyssa now, and she'll help him pull through. He doesn't blame you for what happened…"_

"Your words…are appreciated,"_Sleepwalker said solemnly to her. _"And yet, I cannot…"

"_Then please, just let me sit with you. You've done so much for so many people…please, let me do something for you," Julia finally asked._

_Sitting with Julia in the darkness, Sleepwalker was left to reflect on the last three months. He thought of Rick and Alyssa, of Julia herself, of Spider-Man, Daredevil, the X-Men and the Thing, of Wyatt Wingfoot and Silent Fox, the humans he had come to know in this strange and mysterious world called Earth._

_He felt a sudden warmth, that made him forget the bitter cold of the winter night. As he looked at Julia, lying against him with her eyes closed, a rare smile made its way onto his face._

* * *

"That's always what it is, isn't it?" Rick told him. "We always forget the good we've done, and just focus on the bad. Psyko might have killed Mom and Dad-" he stopped for a moment, taking several deep breaths, "-and a lot of other innocent people, but you brought him to justice. And everyone else you've fought to help…doesn't any of that count for anything? What does that make you, if it doesn't make you a warrior, a Sleepwalker?"

Sleepwalker looked up at him. The darkness began to come back in force, struggling to maintain its grip on Sleepwalker's mind.

"Look, you can't change what Psyko did," Rick continued. "It's something we'll both have to live with, but you can't blame yourself for it. This Jeremy Roscoe guy looks like he'd have been a sick freak even if he was never transformed into Psyko-he would have hurt innocent people anyway, and you might have ended up fighting him even if he was never turned into a monster."

Sleepwalker slowly rose to his feet, even as the madness and horror around them continued flashing, its struggle becoming increasingly frantic.

"And even if we'd never been bonded and you'd never come to Earth," Rick reminded him, "guys like 8-Ball, the Chain Gang and the Bookworm would have still come along anyway. Lightmaster might have still tried to kill Julia. Who would have stopped them? Spider-Man, Daredevil and Moon Knight can't be everywhere at once!"

Sleepwalker's eyes blazed to life as Rick said this.

"_I too readily forget the positive significance of my manifestation on Earth," _Sleepwalker said quietly. _"Psyko's lies and manipulations were but a catalyst for the guilt and shame with which I have been tormented for many months now, emotions that for too long I have allowed to taint my fulfilling my responsibilities as a Sleepwalker." _

And then, all at once, everything shattered.

The horrors began to fade, even as the fog began to lift. The darkness's grip over Sleepwalker's mind grew steadily weaker, before finally disappearing in a bright flash of light as Sleepwalker closed his eyes and concentrated intently.

"Sleepy?" Rick asked in surprise.

"_You need not concern yourself with my mental state," _Sleepwalker assured him, _"for I now recall the truths which I had so long neglected, and that your efforts at enlightenment have forced me to recognize." _

"So, you're…" Rick began.

Sleepwalker took a deep breath before he turned to Rick.

"_I owe you my most profound gratitude for your assistance," _Sleepwalker replied. _"When I am recovered in body as well as in spirit, Psyko shall feel my wrath."_

"You mean you can't do it now?" Rick asked.

"_My injuries are still too severe," _Sleepwalker shook his head. _"I must rest before I am capable of challenging him again." _

"Take off the repolarizer and we'll be good to go," Rick assured him.

"_I beg your pardon?" _Sleepwalker asked in confusion.

"Trust me," Rick grinned.

When Sleepwalker had removed the repolarizer and they manifested once more in Rick's mind, Rick began to concentrate. Sleepwalker felt a huge surge of power as Rick channeled almost all his mental energy into the alien's body, triggering Sleepwalker's healing factor. Glowing brightly with power, Sleepwalker's wounds were healed almost in an instant as Rick willed his mental energy into his alien friend.

"This should keep me asleep for a while longer," Rick said. "You're the only one who can stop him, Sleepy-good luck, and be careful."

"_The one who must take care is Psyko himself," _Sleepwalker said, his eyes shining brightly, _"for no power on Earth shall protect him from my wrath." _

So saying, Sleepwalker flew towards the portal leading to Earth and was gone.

(_**Next Issue:**_ Sleepwalker returns with a vengeance to confront Psyko, seeking to break the monster's hold over his innocent victims. But Psyko is all too prepared for another fight with his most hated of enemies, as they battle at the heart of an inferno of madness! Can Sleepwalker survive the horrors of a second battle with the most powerful enemy he has ever faced? All this and more in _Sleepwalker #39: Sinners and Saints, Part Three: Deliver Us From Evil!)_


	43. Sinners and Saints: Deliver Us From Evil

The maniacal entity that called itself Psyko smiled in triumph at the mayhem and chaos that raged below him on the streets of New York. Driven mad by his insanity, Psyko's victims were forced to continually relive their worst nightmares over and over again. Many of them were innocent people who screamed and wailed helplessly against the darkness, unable to overcome the horrors that violated their minds. Others were supervillains, depraved criminals and wicked sadists in their own right who caused additional death and destruction at Psyko's command, even as they too suffered under their master's enslavement. His insanity and nightmares spread like a disease, a cancer that pierced his victims' minds before flooding them with malice and suffering even as Psyko took control of their minds, their bodies and their very lives, reveling in the power of life and death he wielded over his puppets.

Police officers, riot squads, the National Guard, New York's local superheroes, courageous ordinary citizens, and even the Avengers, specially summoned from Washington, all struggled to try and keep the pandemonium under control, but they were fighting a losing battle. None of them could challenge Psyko, being too busy trying to keep innocent people from being hurt or essential property from being damaged to be able to confront the monster directly.

It was a scene from hell, a nightmare that no one could possibly hope to escape.

Psyko laughed hysterically, reveling in the murder and terror below him.

All was lost, and nothing could stop him now.

* * *

SLEEPWALKER #39

SINNERS AND SAINTS, PART THREE

"DELIVER US FROM EVIL"

* * *

It was then that the monster heard the voice behind him.

_"Your triumph would be commendable, _brother," the voice said sardonically, _"were it not that it provides a focus for my wrath!" _Whirling around in alarm, Psyko turned just in time to receive a vicious punch from Sleepwalker that sent him plummeting to earth, crashing into the hard pavement below him. Sleepwalker followed him to ground level, as the two enemies stared at each other with pure, unrelenting hatred.

_"So you survived, brother?" _Psyko asked ironically. _"We must clearly do something about that." _Focusing his madness beams on the ground in front of him, the pavement came to life in a twisting, serpentine manner, writhing in agony towards Sleepwalker, who dodged out of the way and caught some nearly wreckage with his warp vision, shaping it into a vicious battering ram that slammed Psyko in the side and sent him flying. As Psyko crashed into the building across the street, Sleepwalker flew in after him, picking up a large piece of cement and crafting it into a sledgehammer with his warp beams, before using it to pound his demonic foe mercilessly.

Psyko's eyes glowed with murderous anger, his madness beams washing over Sleepwalker and the surrounding wreckage. As Sleepwalker buckled from the assault, struggling against Psyko's madness, the wrecked concrete and glass around him was shaped into a ghastly, twisted forest of barbed spikes, which tore and gashed him mercilessly. Reeling in pain as he struggled to break free, Sleepwalker was forced to drop his sledgehammer, before Psyko picked it up and brutally slammed him in the face, sending him flying back outside.

* * *

Sleepwalker felt it happening again, his worst nightmares forcing their way into his mind, growing like a malignant cancer until they filled his whole vision.

8-Ball, the Chain Gang, the Ringers, the Thought Police, the Bookworm, Spectra, Lullaby, Cobweb, Lightmaster, Hellrazor, the Nasty Boys, Equinox, Fever Pitch, Jack the Ripper, and Death Adder flooded his memories, even as he saw Rick, Alyssa, Red, Cyrus, Julia, Kenny, Spider-Man, the Thing, Wyatt Wingfoot, and others dying at his enemies' hands.

At the same time felt the pain as Psyko's spikes tore into him, and the crushing hammer blow to his face that sent him flying to crash heavily back outside.

None of it mattered at that moment to him.

All he knew was that he was a Sleepwalker, a guardian of the Mindscape, a warrior and protector.

* * *

He roared away the nightmares, catching Psyko off guard by warping the pavement beneath the monster. As Psyko took to the air in alarm, Sleepwalker charged in with the short stabbing spears he favored in melee combat, fashioned by his warp beams from the broken metal all around him. Psyko moved to counterattack, but Sleepwalker was faster, viciously tearing into the monster with his spears.

Pulling back quickly, Psyko spun around Sleepwalker before the alien could react and brutally slammed Sleepwalker in the back with his sledgehammer, before striking a vicious blow to the head as Sleepwalker reeled. Sleepwalker blocked the next blow with his spears, but then Psyko lashed out with his feet, tearing into Sleepwalker's chest and abdomen with the wickedly serrated claws. Sleepwalker staggered once more, and Psyko delivered another blow with his sledgehammer that shattered the weapon, sending Sleepwalker flying over a block and a half away as Psyko flew after him.

They landed in the still-flaming wreckage of a burning building. As Sleepwalker struggled to his feet, Psyko spread his madness beams into the debris around them, whipping it up into a writhing, slithering tornado of fiery hell that seemed to flicker with a life all its own, coming down around Sleepwalker. The guardian of the Mindscape was viciously burned and pummeled by the fiery rubble, which tore long, searing gashes across his body before he finally struggled free, blowing the tornado apart with his warp beams. He sent the debris flying at Psyko, who dodged out of the way. Unfortunately, he wasn't fast enough to avoid the long steel pipe that Sleepwalker had warped and twisted into a long, sharp spear, which rose up from the ground and tore into Psyko, before it twisted around and viciously slammed him back towards the ground.

As Psyko fell, Sleepwalker came up and viciously punched him in the face. The monster lashed out with his claws in response, driving Sleepwalker further back into the next street. Catching several loose live wires and power cables in his madness beams, Psyko animated them with a slithering, writhing life of their own, lashing Sleepwalker viciously before piercing the cuts and wounds on his body. Psyko then intensified the electricity they transmitted, directly conducting the energy into Sleepwalker's body.

* * *

Sleepwalker could taste blood-something was broken on the inside. He screamed in agony as the live wires conducted electricity directly into his cuts and wounds, the electrical shocks resonating with the throbbing pain in his head and back. Staggering to his feet, he reached within himself to focus his warp vision, blowing the wires away before flying at Psyko.

Sleepwalker and Psyko viciously exchanged blows for several minutes, their blood mixing as they pounded each other mercilessly. Finally, Psyko knocked Sleepwalker down, before grabbing him by the arm. Taking to the air, Psyko twisted his alien foe upside down and smashed him into the pavement under a vicious piledriver, breaking right through the concrete and crashing into the sewers beneath the city. Dizzy from the blow, Sleepwalker was unable to prevent Psyko's madness beams from breaking open several of the water pipes and shaping them into broken shards of twisted metal that tore and raked him from various angles.

He could feel the burns and tears all over his body, but even these were subsumed by a throbbing pain as the wall itself smashed into him from behind, sending him flying back into Psyko's arms. The monster leered in victory before smashing Sleepwalker into the sewer wall behind him, raising his talons for another strike.

Sleepwalker's eyes glowed as his warp beams flared, catching the gas pipes above them. Breaking them open and releasing the gas, Sleepwalker then scraped the pipes together with his warp vision, detonating the gas and catching Psyko in a fiery explosion as he broke free. The monster shrieked in rage and pain, rolling into the filthy water of the sewers to douse the flames.

Stepping back and catching his breath, Sleepwalker could not stop himself from coughing up blood and staggering, grabbing the sewer wall for support. He knew he had already lost a fair amount of blood from the gashes Psyko had inflicted on him, and his electrocuted muscles screamed in pain every time he tried to move them. Even over Psyko's screams, the sound of Sleepwalker's broken bones and fractures grinding together was loud and clear, and the ugly burns he had suffered were clearly marked even in the dim light.

_"Your perseverance is admirable, brother, if somewhat misguided," _Psyko grinned as Sleepwalker stared at him in hatred. _"I had expected you would collapse under the truth of my truthful revelations. You are capable of living with such knowledge?" _

_"Your capacity for undermining my resolve with your falsehoods has been reduced to nothing!" _Sleepwalker shouted back as he charged at Psyko, warping the wall behind the monster to become as hard as iron, before Sleepwalker smashed his foe into and through the wall with a sickening crunch. They smashed each other through the walls of the sewers, exchanging their blows until they emerged into a subway station. Refugees from the chaos above screamed in terror and ran for their lives as Sleepwalker sent Psyko flying with a punch to crash heavily into the side of some escalators leading to the surface.

Psyko simply looked up and focused his madness beams on the escalator above him, causing it to grind to life and come down in a ghastly landslide that threatened to crush many of the civilians who were still in the area. As Sleepwalker scrambled to rescue them, Psyko grabbed and flung Sleepwalker into the far wall of the station, where he crashed heavily and slumped to the ground on the tracks. Psyko then focused his madness beams on the nearby subway train, abandoned by the staff, causing it to roar to life and smash into Sleepwalker at breakneck speed.

* * *

The alien was slammed head-on and cruelly dragged over the tracks for several feet before the train derailed and crashed down on top of him. The track's electrified third rail had torn a long burn streak down Sleepwalker's back and legs as he struggled to break free, and the alien could feel that his collarbone and shoulder had been dislocated from the dragging. Gritting his teeth against the pain, he forced them both back into place, nearly fainting from the agony, before he came at Psyko again.

Everywhere Sleepwalker looked, he saw the bloodshed and destruction Psyko had created. He recalled their last battle, a fight so destructive he had barely come out alive. He remembered the brutal nightmares and torments Psyko had put the Sheridan family through with his murder of Rick's parents, and his own near destruction of Sleepwalker's mind.

Above everything else, though, he remembered that he was a Sleepwalker.

That knowledge stayed with him as he made the ceiling above him as hard as titanium with his warp vision, before flying into the air and brutally smashing Psyko through it to the street above.

* * *

Psyko headbutted Sleepwalker and threw him in front of the large gasoline truck he had animated with his madness beams, that crashed into the alien hero and sent him flying into the abandoned warehouse, which then exploded in a shower of flames as the truck's contents exploded. Grinning at his apparent triumph, Psyko was caught off guard by the flaming wreckage being caught up in a surge of purple warp energy, before coming down in a precisely aimed wave to crash right on top of him.

Breaking free of the rubble, Psyko stared in hatred at the Sleepwalker who had emerged from the main part of the burning building. The alien looked ghastly indeed-covered in electrical and chemical burns, suffering from multiple fractures and broken bones, blood dripping from open wounds and occasionally coughed up and spat out, his purple and blue clothing tattered and burned to rags. For all that, the alien's eyes glowed brightly, staring daggers at the monster as their owner advanced remorselessly on his most hated of enemies.

Psyko himself was not much better off. His own wounds were open and bleeding, terrible burns and gashes marked his whole body, and many of his own bones, including the rows of spines that grew across his torso, over shoulders and down his back, had snapped. The monster snapped his dislocated leg back into its socket as Sleepwalker continued his slow march.

_"You insist upon continuing our blood feud?" _Psyko smiled at Sleepwalker. _"Look at us both, injured in ways that would kill any mortal man several times over. So it was in our previous battle, so it is now. Everything old is new again, and the cycle begins anew." _

_"This is where it shall end," _Sleepwalker promised him. _"Either with my death or your imprisonment."_

_"Once again, you delude yourself, brother," _Psyko smirked. _"Are you so desperate for the comfort of your lies, that you refuse to accept the truth even when I display it for all to see?"_

"_Your oaths will not allow you to kill me, and so once again I shall escape my imprisonment. If you were to break your oaths and slay me, I would live on as a part of you, having at last contrived to break your most sacred of vows. And if you are slain, none shall stand before me as my nightmare shall continue to grow and expand. In your own way, you would live on as a part of me, the living testament to your foolishness and dishonor."  
"Look around you, brother!" _Psyko continued grandly, gesturing at the mayhem he had caused. _"Do you not see what the end result is of our conflicts? Do you not see the reflection of your sins? Do you not see the cycle that entwines us, now and forever?" _

"_Yes, look around," _Sleepwalker shot back. _"Look around and realize that, without your guidance, your puppets are losing the battle. Realize that, just as it has before, the city will rebuild itself after your destruction. Realize that, even now, everyone from police officers to firefighters, from soldiers to superheroes, from bystanders to civilians, are all fighting in their own way against your perversions. They risk their lives, with or without gain, to support the ones they love."_

"_Many have already died, and for that I fully accept my share of responsibility. There will be a reckoning, and I shall atone for my sins," _the alien continued. _"But too often have I forgotten the good I have done, the lives I have saved. How many more victims will you have made to suffer if I do not oppose you? How much good have I already done by confronting your depredations?"_

"_Such is the irony of your observations that we are a mirror image," _Sleepwalker finished, a smile crossing his face. _"For every time I see you, I am reminded of my heritage and my duty as a Sleepwalker, and the fight my people have waged against monsters such as yourself since time immemorial. Your nightmares and your suffering are what I exist to fight. You speak of killing me-I would have no regrets at perishing by your hand, for then I will have given my life in the defense of those who cannot defend themselves. Your killing me would justify my existence as a Sleepwalker." _

"_Foolish brother," _Psyko replied, raising an eyebrow. _"I would then be triumphant! Even you, in your ridiculous decisions, cannot deny the truth!"_

"_You forget your own words," _Sleepwalker replied. _"We are intertwined, now and forever. Should I perish in battle, I will have no regrets in taking you with me-the Sleepwalker edict against killing makes exceptions for when the warrior may redeem himself by perishing with his enemy. The greater good is achieved thereby, and the cycle shall end." _

Psyko's only reply was to give a bloodcurdling shriek and charge at Sleepwalker, as their brutal fight resumed. Back and forth they went, neither giving or expecting any mercy. One moment Psyko was crushing Sleepwalker under a mass of crumbling debris, deliberately shaping the blows into a whirlwind of spiked blocks that pounded Sleepwalker from every conceivable angle, the next Sleepwalker was gathering jets of water from a leaking pipe and turning it into ice with his warp beams, creating a storm that pummeled Psyko with razor-sharp ice shards.

* * *

As Sleepwalker and Psyko battled, all around them the fight between Psyko's villainous puppets and the heroes both superhuman and non-powered continued. Though the madness and the nightmares Psyko had instilled in his slaves continued to drive them on, the heroes fought back with the desperation of people with absolutely nothing left to lose, knowing full well that if they failed, nothing would stop the monsters from murdering their loved ones.

Spider-Man, Darkhawk, Daredevil, Spider-Woman, Moon Knight, the Fantastic Four, the Avengers, and the police officers and military soldiers that supported them were tiring rapidly, but already many of the supervillains and non-powered criminals they had fought had been defeated, freed of Psyko's malign influence when they had been knocked unconscious.

Even with all their efforts, the bodies of fallen heroes and innocent victims of Psyko's rampages were already far too many in number.

* * *

Sleepwalker and Psyko broke off from their struggle, both fighting simply to breathe. Any further battle would simply kill them both, as they were simply too evenly matched to win.

It was then that Psyko's eyes glittered brightly. His mental connections to his puppets had made him realize that with his overwhelming influence distracted, they had begun to falter before the heroes that opposed them. Of course, if the distraction were ended, he could put his full effort back to supporting them.

A massive wave of green madness energy erupted from Psyko's eyes, washing over the faltering Sleepwalker and forcing him to his knees. He flooded the alien's mind with recollections of that horrible night in the garment factory when Psyko had been created by Cobweb's malign energies, of the many murders he had committed, and the overwhelming realization that Sleepwalker was responsible for it all. Every ounce of hate, perversion and suffering Psyko harbored was channeled into that energy, meant to destroy Sleepwalker's mind once and for all.

Sleepwalker buckled and fell to his knees as he was overwhelmed by the sheer force of Psyko's assault. Once again, he was reliving the horrors Psyko had infected his mind with earlier that night, before Rick had awoken, as the darkness came back in full force. He then saw what Psyko would do once Sleepwalker's mind was broken, rallying his puppets and returning to destroy the heroes still fighting back.

Was that an image of Psyko's?

No, that was a revelation of his own. Psyko's madness hadn't created that memory.

Sleepwalker slowly forced himself to his feet, despite Psyko's continuing assault. He then began forcing himself to begin walking, slowly forcing his way through the insanity to the monster at its heart. An infuriated Psyko intensified his attack, but Sleepwalker simply continued to advance, making himself put one foot in front of the other.

The guardian of the Mindscape knew he might perish simply from the sheer exertion, his fading resistance fighting back against Psyko's own rapidly waning power. A long night of battle had left him completely exhausted, and his injuries continued to take a terrible toll on his body.

And yet, Sleepwalker kept advancing on Psyko. He hardly cared about his own life-what did a Sleepwalker matter in the greater scheme of things?-but he knew if Psyko wasn't stopped, all would be lost.

Psyko's madness beams began to falter, as the monster began to feel the pain of its own exertions and wounds. He tried to keep up the assault, despite Sleepwalker's continuing resistance, but the alien simply shrugged it off and kept marching right through the insanity.

Roaring in anger, Psyko finally broke off the assault and charged Sleepwalker, viciously clawing at the alien to tear him down.

The Sleepwalker dodged Psyko's final assault and kneed him in the gut. As the monster doubled over in pain, Sleepwalker lashed out in a frenzy at Psyko's head and shoulders, landing a flurry of punches. Staggering under the assault, the monster finally collapsed, falling unconscious.

All at once, the madness vanished. Sleepwalker felt the lingering insanity from Psyko's attack disappear from his mind, replaced by a calm sensation of peace. The alien began trembling with fatigue, too weary even to levitate off the ground. It was all he could do to stagger over to a nearby bench and slump down on it, breathing heavily as he tried to regain his strength.

* * *

"I might have known you had something to do with this, Sleepy," a familiar voice caught Sleepwalker's attention several minutes later. The alien sat up and looked into the wide clear eyes of Spider-Man, who stood over him as a number of police and military officers gathered in the area, securely binding Psyko in quadruple-reinforced chains and power restraints before pulling him into a heavily armored transport vehicle meant for exceptionally dangerous prisoners.

_"What has occurred here?" _Sleepwalker asked wearily, realizing he had been too tired to even notice Spider-Man and the authorities coming into the square where he and Psyko had ended their battle.

"It's over, Sleepy," Spider-Man smiled. "We won. We did it by the skin of our teeth, but we won."

_"What of the villains and criminals enslaved by Psyko?" _Sleepwalker asked.

"A lot of them suddenly snapped back to their senses for some reason," Spider-Man replied, "and tried to escape. Quite a few of them got away, I'm afraid. I take it your beating up that Psyko freak was what brought them back to normal?"

_"Precisely so," _Sleepwalker nodded. _"How unfortunate that so many of the criminal malefactors escaped." _

"Well, look on the bright side," Spider-Man grinned. "If they didn't come back every now and again, we hero-types be out of a job, wouldn't we?"

_"I cannot comprehend how you can make light of such a situation," _Sleepwalker said reproachfully. _"Particularly when so many have perished, and so much of New York has been damaged or destroyed." _

"Remind me to stop using my patented sense of humor around you," Spider-Man sighed. "Once again, for the thousandth time, I was joking."

_"My apologies," _Sleepwalker replied. _"I continually forget that humorous observations are an essential element of your character." _

"Don't worry about it," Spider-Man said cheerfully. "That just makes you a perfect straight man."

_"How unfortunate that we could not participate in comic repartee," _Sleepwalker said calmly. _"Our responsibilities as heroes preclude such considerations on our part." _

"Come on, Sleepy," Spider-Man rolled his eyes. "Do you have to take everything I say so seriously?"

It was then that the wall-crawler noticed the ghost of a smile on Sleepwalker's face.

_"It would appear that the roles we typically occupy in our comedic interactions have been reversed," _Sleepwalker grinned in spite of his exhaustion.

Spider-Man laughed with him.

(_**Next Issue:**_ Sleepwalker takes a well-earned rest in between helping New York City recover from the damage inflicted on it by Psyko. The reprieve proves temporary, however, as Spider-Man is confronted with a truly deadly new threat to Newe York concocted by Doctor Octopus and the Sinister Six! In a desperate attempt to even the odds, Spider-Man hastily recruits Sleepwalker and several other heroes into an impromptu hero team to help him. Even with the help of his friends, can Spider-Man possibly hope to triumph against six of his deadliest enemies? All this and more in _Sleepwalker #40: Compliments of Your Friendly Neighborhood Spider-Squad! _Guest-starring Spider-Man, Darkhawk, Daredevil, the Thing, and Captain America!_)_


	44. Friendly Neighborhood SpiderSquad

_Your conversation has been most gratifying, _Dr. Otto Octavius typed into the e-mail he was writing. _It gives me tremendous hope for the future to see that the younger generation has so many more enlightened individuals among its ranks, as compared to the dullards that make up my own. With luck, when my plan has been realized, I will be able to come and visit my admirers in person, but for the moment my whereabouts must regrettably remain secret. _

The chubby, middle-aged scientist leaned back in his chair as he hit the SEND icon. He had derived tremendous pleasure from having been able to converse with that charming young lady-Samantha Simpson, her name was-and the rest of his supporters. As president and founder of the Official Online Organization of Ottophiles, an Internet grouping of some of his fans and supporters, Miss Simpson was one of the privileged few who the good Doctor had deigned to communicate with personally. He knew she would especially appreciate the autographed photo of himself wearing sunglasses that he had mailed her, particularly since, as she put it, "chicks dig the shades."

In the modern Internet age, famous people ranging from sports stars to film directors to authors to musicians had all developed online fanbases, and had derived their own methods of communicating with their supporters, whether through personal websites, e-mail or web chats. Unfortunately, this trend was also reflected among costumed supervillains, many of whom had received their own fan pages and online followings. Online shrines to the Green Goblin competed for bandwidth with sites dedicated to arguing over which villains would make ideal candidates for the Masters of Evil. Some of the more vainglorious costumed criminals had even set up their own personal websites, where they bragged about their various exploits and corresponded with their most devoted fans, in much the same way as serial killers were known to send and receive mail from prison.

Dr. Otto Octavius had one of the most devoted followings on the Internet in the Official Online Organization of Ottophiles, with more than a thousand intensely loyal fans, although it could be argued that he had earned his following. At first, the short, bespectacled, chubby middle-aged scientist with rheumy green eyes and a thinning mop of salt-and-pepper hair might not have seemed all that impressive, were it not for the deadly mechanical tentacles that slithered and writhed through the air all around him with a life of their own. Made of nearly indestructible titanium steel, possessed of frightening strength, and armed with everything from laser blasters and flamethrowers to deadly scything blades, the mechanical tentacles had made Dr. Octavius much more notorious as Doctor Octopus, one of the most fearsome and deadly supervillains in the entire country.

Doctor Octopus had first come to prominence after his attempts to blackmail the corrupt industrialist Sunset Bain, whose attempts to murder him had instead resulted in his mechanical arms being fused to his spine. His first attempt at kidnapping and murdering Bain's boyfriend out of revenge for her attempting to kill him had been thwarted by the unexpected intervention of the Amazing Spider-Man, and since then many of the Doctor's criminal schemes had been foiled by the web-slinger's interference.

On one occasion, Doctor Octopus had attempted to one-up Spider-Man by gathering several of the hero's other enemies into a group that called itself the Sinister Six. By kidnapping six different hostages, and forcing Spider-Man to battle a different member of the Six at each location, Doctor Octopus had expected Spider-Man to be completely worn out from battling the rest of the Six and subsequently be easy prey if and when he finally confronted the Doctor. Doctor Octopus's plan had worked almost perfectly, with the exhausted Spider-Man being entirely at his mercy…except for the intervention of Gwen Stacy, the final hostage Doctor Octopus had kidnapped, who attacked the Doctor from behind and knocked him out as he was about to kill Spider-Man.

Since that time, Doctor Octopus had reflected on how he might better use the Six to destroy Spider-Man and further the rest of his criminal agendas, and a new plan had formed in his mind. Every member of the Six had been freed from Ryker's Island in the jailbreak organized by the crazed monstrosity known as Psyko, and had managed to regain their senses and escape after Psyko had been defeated by the mysterious hero known as Sleepwalker.

Every member of the Six was at large, and this time Doctor Octopus knew exactly how to make use of their talents. Over the last couple of weeks, he had reunited the Sinister Six, and used them to help set up his latest criminal scheme.

Being a scientist himself, and familiar with Doctor Octopus's methods, Spider-Man would no doubt figure out what was going on, and try to put a stop to it.

Doctor Octopus knew full well that Spider-Man would try to stop him.

Indeed, he was counting on it.

Vengeance on the accursed web-slinger would only make the realization of his true plans all the sweeter.

* * *

SLEEPWALKER #40

"COMPLIMENTS OF YOUR FRIENDLY NEIGHBORHOOD SPIDER-SQUAD"

* * *

Rick Sheridan had expected a lot of different things when he had begun working as a copy boy at the _Daily Bugle, _but being made to spend almost all his time working with crime reporter Ben Urich was not one of them. Then again, it was perhaps for the best, as Urich filed so much copy that whoever was assigned to type it up simply wouldn't have had any time to do anything else.

At first unnerved by how haggard and worn Urich always seemed when he came into the office, Rick had come to sympathize as he looked through the stories Urich had him write up. The murder and violence that was still all too common in New York, perpetrated by supervillains and ordinary criminals alike, sometimes made Rick sick to his stomach when he was forced to read the gory details. He quickly realized that thirty years of covering these sorts of horror stories would probably take its toll on anyone.

Today was no different, as Rick was working through a listing of the supervillains who remained at large after Psyko's mass breakout, as opposed to the ones who had been captured. While the likes of the Chain Gang, the Mongoose, Pyro, Blizzard, Mister Hyde, Will O' the Wisp, Spectra, Avalanche, the Abomination and Blackout had all been put back in prison, but villains ranging from the Bookworm to Firebrand to Electro to Fever Pitch to the Sandman remained at large. And _that _wasn't counting all the technology-using villains who had escaped from Attica Prison with the help of the Trapster last New Year's Eve…

Going slowly over the list so as to let Sleepwalker have a good look at who was still on the loose, Rick started slightly as he heard someone calling his name. Looking up in surprise, Rick saw Ben Urich waving him over, even as he continued discussing something with Peter Parker.

"You're the science expert, Peter," Ben was saying as Rick came up. "You wouldn't happen to know what these stolen chemicals are, would you?"

"What's going on?" Rick asked before Peter could reply.

"You know how a lot of the local supervillains are still at large after that Psyko character released them from jail, right?" Ben asked.

"I should think so, since I'm the one you told to organize the lists of who's back behind bars and who's still on the lam," Rick said half-humorously. "Why do you ask?"

"Because in the last couple of weeks several supervillains have been carrying out some really bizarre robberies," Ben replied. "But I can't quite figure out what they're after. Do you have any ideas, Peter?"

"You don't even know that these robberies are related, Ben," Peter replied. "It's possible that they aren't even connected."

"Yes, but-" Ben began.

"Okay, can you guys bring me up to speed?" Rick interrupted, now slightly annoyed.

"There've been a number of petty robberies carried out over the last couple of weeks by some of Spider-Man's enemies," Peter replied. "What's odd is that their crimes are really petty-the Rhino tried to rob a Laundromat, the Shocker tried to rob a library, the Scorpion attacked a retirement home, stuff like that."

"…A library? A _retirement home?_" Rick asked incredulously. "How much profit could they hope to gain from that?"

"Almost none," Ben said, "which makes these crimes all the more bizarre. The villains always fled before the police or a superhero could all arrive, and didn't even get any money at all. And yet, shortly after the incidents, there was always a robbery of a pharmacy, a warehouse, or some other area where chemicals were stored. These weren't done by supervillains-they were done by professional, anonymous thieves."

"What do they have to do with each other?" Rick asked in surprise. "It doesn't seem like-"

"They may not have anything to do with each other," Ben shook his head, "except maybe as distractions. I'm thinking the stuff done by the supervillains was meant to get the attention of the authorities, while the professional thieves, whoever they are, stole the chemicals. That's what the real goal was all the time."

"What were the stolen chemicals?" Rick asked.

"They were a whole bunch of different types," Peter stated, "which doesn't make any sense. Some were deadly toxins, others were pharmaceuticals. There's nothing at all you could make by mixing them all together. Why steal so many different types of chemicals?"

"You're the expert," Rick shrugged. "So it was the Scorpion, the Shocker and the Rhino that pulled all these stunts?"

"Yeah," Ben replied. "In fact, most of Spider-Man's enemies are still at large…hey, what's wrong?" he asked, as Peter suddenly went pale.

"Are you alright?" Rick asked in concern.

"I just had a few disturbing thoughts," Peter replied. "Mostly to do with what kind of concoctions whoever was stealing those chemicals could come up with. I'm _really _starting to think we should tell the police."

_And that's not even the half of it, _Peter thought miserably.

"So who'd be behind these thefts, anyway?" Rick wondered. "I mean, I don't know too much about these super-guys…"

"You guys were working on a list of who's in jail and who's still on the loose, right?" Peter asked, a sick feeling in his stomach. "Let's have a look and see."

Peter's heart sank even further as he looked through the list. There were many villains who could have pulled this sort of thing off, but only one who could have organized many of his own enemies into a combined criminal plot.

Much to Peter's chagrin, he found that they were all on the loose: Sandman, the Shocker, Electro, the Rhino, and the Scorpion.

_And of course, if the band's going to get back together they'll be needing their front man, _Peter thought sardonically as he found the last name he needed.

Doctor Octopus.

Peter couldn't help but shudder as he remembered the last time he'd tangled with the Sinister Six.

"You look like you really need to see a doctor," Ben said in alarm, as he and Rick moved to support Peter.

"I just need to go home," Peter mumbled. "But before I do, we're _really _going to need to tell the police to be ready for anything…"

* * *

The last week of March was Spring Break for Empire State University students. As was common for most American college students, many Empire State students used the time to travel to warmer locales like California, Florida or Hawaii, where they enjoyed a week of partying, drinking and sunshine. Kenny had even promised to take most of his friends to Miami, paying for their flights and accommodations. Everything had been looking great…

…Up until the point Rick caught a particularly nasty case of the flu.

Red had begged off the trip, planning instead to travel to Germany to visit his parents at the military detachment there, but at least he wasn't going because he didn't want to, something that grated on Rick more than a little.

"You're sure about this?" Rick's girlfriend Alyssa Conover was asking him as they ate some chicken soup in Rick's apartment. "I mean, I could always-"

"No!" Rick insisted, his voice thick with congestion. "You've been looking forward to Spring Break for weeks, so you should go. You really want to leave Julia alone with Cyrus and Kenny?"

"Wouldn't it look even stranger?" Alyssa teased. "I mean, two hot chicks travelling with a lazy stoner and a chubby geek?"

"You're the only one who's allowed to call them that," Rick shot back, before he sneezed violently. "No, you need to go," he sniffled, blowing his nose on some Kleenex. "I'll just…feh…" he trailed off sourly.

Alyssa felt more than a little guilty now.

"Rick…" she began.

"Just go, alright?" Rick muttered in irritation as he reached for another tissue. "If you don't, you'll be just be moping around wishing you could."

"Well…I guess I'll see you in a week," she sighed, somewhat hurt by Rick's tone. "Take care, alright?"

"Yeah, yeah," Rick muttered, slurping the remains of his soup. Alyssa gave him a quick peck on the cheek before leaving the apartment, leaving Rick behind to stew in his own annoyance.

Grumpily, Rick went back to bed, knowing that arguably the only winner in the situation was Sleepwalker himself. After his life-or-death battle with Psyko, the alien had been so exhausted that he'd needed several nights' worth of absorbing energy from the Mindscape to fully heal himself while Rick slept, and had spent much of the rest of his time over the past several weeks using his warp beams to help repair the damage done by the supervillain riots. A number of supervillains had returned to their criminal ways, hindering New York's revival, although Sleepwalker had simply been too exhausted to do much of anything about it. Fortunately, the police and the city's other heroes had picked up the slack…

Taking some cold medicine, Rick slumped into bed with a weary sigh. In the back of his mind, he felt bad about how he'd treated Alyssa just now, but he was too cranky and too tired to do anything about it for the moment.

* * *

Sleepwalker emerged into the daylight outside Rick's apartment, reflecting on the efforts the people of New York were making to rebuild their homes, in spite of the damage their city had suffered and continued to suffer at the hands of the escaped villains. The alien was in some respects astonished by just how resilient the human species seemed to be, overcoming the crises it was constantly faced with.

The people of New York would need all the strength they could get. The situation was still very fragile, as any number of petty criminals were taking advantage of the chaos to commit a number of crimes, along with all the other supervillains that remained on the loose. It had taken all the police's efforts to keep things under control, and it was as much through luck that things hadn't flared up again.

Sleepwalker fully intended to rejoin the fight, but first he intended to visit Four Freedoms Plaza to deliver his new Imaginator to Reed Richards. After his old one had been destroyed when he had battled Jack the Ripper, Sleepwalker and Rick had used their mental repolarizer to briefly return to the Mindscape so they could craft yet another Imaginator, in hopes that Dr. Richards might be able to use to find a way to break their fusion once and for all.

Making his way to ground level and going in the front door of the Plaza before checking in at the front desk and making his way up to the Four's personal living quarters on the top levels of the building, Sleepwalker was astonished by the sight he saw.

The Fantastic Four were there, as Sleepwalker would have expected. Much to his astonishment, the alien also saw Daredevil and Spider-Man there, along with the mysterious armored figure known as Darkhawk, who stood in silence. The last person in the room was another man clad in a red, white and blue costume carrying a shield that Sleepwalker thought looked vaguely familiar but could not place. All eight of them turned to look at the new arrival, who merely stood there, nonplussed.

_"Might I inquire as to the motivation for your assembly and collusion?" _the alien asked, caught off guard by their presence.

"You got a real knack for showin' up at the right time, Sleepy. Anyone ever tell ya that?" Ben asked half-humorously.

_"What do you mean?" _Sleepwalker asked in surprise.

"You mean you didn't see the news?" Daredevil asked in surprise.

Sleepwalker shook his head, as Rick hadn't had the TV on before going to sleep.

"We've got a major problem," Spider-Man sighed, "and we're going to need all the help we can get."

_"What is the nature of the danger?" _Sleepwalker demanded, his eyes flaring.

"It's the Sinister Six," Spider-Man groaned. "They're back…and I think I need some antacids."

"It is an extremely serious crisis," Mr. Fantastic added. "And we absolutely-"

_"Who are the Sinister Six?" _Sleepwalker asked in confusion.

Everyone looked at him for a moment.

"Oh yeah…you're one of the new guys, aren't you?" Spider-Man said dryly. "Suffice it to say that six of my deadliest enemies once got together as a team and tried to kill me. They almost succeeded, too. And guess what? Just like the Backstreet Boys, they've formed the reunion from hell!"

_"What are they planning?" _Sleepwalker asked.

"You tell him, Reed," Spider-Man sighed. "I've got too much of a migraine right now," he finished, rubbing his temples in frustration.

"You are, of course, well aware of the number of superhuman criminals that remain at large after Psyko released them from prison," Mr. Fantastic began matter-of-factly. "After you defeated Psyko, these villains regained their own faculties and escaped to plan anew before they could be caught. Among them are the villains who form the Sinister Six," Reed explained.

"The various members of the Six have been committing highly unusual crimes over the past two weeks," he continued, "to serve as distractions from their true intentions-namely, the thefts of a variety of special chemicals and compounds. With the attention of the authorities focused on the supercriminals, specially trained thieves could steal the chemicals without notice."

_"What use would such chemical products serve?" _Sleepwalker asked in surprise.

"I might as well take over," Spider-Man muttered. "Doctor Octopus is a brilliant scientist, and there are a lot of things he could do with those chemicals, one of which is to create a special poison that infects anyone who drinks or bathes in it with radiation poisoning. You can imagine what'll happen if _that _gets into the New York water supply."

"In fact, according to this media statement he just made, Doctor Octopus has already done it," Reed replied, as he played it back for Sleepwalker. "He wants sixty million dollars for the antidote that he says will neutralize the toxin."

_"Can you not devise an antidote of your own?" _Sleepwalker asked, alarm in his voice.

"There are too many variables," Reed sighed. "If I had weeks, days...but all we've got are hours, if that. I might be able to do it, but who knows how many people might get sick or even die before I succeed?"

"This is sick," muttered the Human Torch in disgust.

"It's not even the worst part," Spider-Man interjected.

"How could it get any worse?" the Torch shot back.

"Easy," Spider-Man replied. "Only some of the chemicals Octopus stole are meant for his little radiation poison. The others, when you mix them together, can make not just an antidote to the toxin, but a highly effective mind control drug. Octopus is going to live up to his end of the bargain if the city pays him for the antidote…and everyone who drinks or bathes in _that_ is going to become a mind-controlled slave. Reed and I just figured it out now," he sighed.

"So the Mayor shouldn't hafta pay," the Thing growled. "Let's wait 'till Stretcho comes up with a cure."

"It's not that simple," spoke up the man clad in red, white and blue, who had remained silent until now. "There's a very real danger of a panic, and the public will be demanding that their leaders do something about it. That's why it's imperative we act now."

Sleepwalker noticed how everyone else looked at the shield-carrying man with the utmost respect, even awe. It was then that he recalled the stories of the living legend, the man who had inspired a nation during its darkest hour in fighting the evils of Nazism, whose fantastic exploits had been recounted by Rick's grandfather and seen by Sleepwalker through Rick's memories.

The black-and-white photographs had also been in Rick's memory, but they could not do justice to the warrior Sleepwalker saw before him. Every inch a soldier, capable of both great humility and great courage, long a protector of the innocent and a defender of freedom, Captain America inspired respect in all who saw him. Presumed missing in the final days of World War II, the Captain had been found in suspended animation in 2005 and revived as the champion of the republic, leading the Avengers to victory against some of the greatest threats humanity had ever faced.

"_You are…" _Sleepwalker said in amazement.

"Yes, that's right," Captain America replied with a modest smile. "I was assigned to stay in New York for a while, and help track down some of the supervillains who are still on the loose out there. It's a pleasure to meet you," he concluded, as he shook Sleepwalker's hand.

"_The sentiment is more than mutual," _Sleepwalker answered, _"but we must return to the subject at hand. Should we not go to the police with the knowledge of Doctor Octopus's true intentions?" _

"It may not matter," Captain America shook his head. "If someone really does get sick from the poison, as will almost certainly happen, many people won't care. They'll just want to be cured. And worse yet, it's unlikely they'll even believe anything we say about the antidote also being a mind-control drug. People are still very nervous after the riots, and if something happens-"

"There's something I don't get, though," the Human Torch protested. "How's getting a few people mind-controlled going to help Doctor Octopus?"

"There's a reason he calls himself the Master Planner," Spider-Man snapped back in nervous irritation. "New York's whole entire water supply is already contaminated. They'll have to put the mind-control drug in the water to purify it. That's millions of potential slaves already. And you can bet that Doctor Octopus will have devised ways to get his slaves to continue spreading the drug. Spiking other peoples' drinks, pouring it into other towns' water supplies so anyone who bathes or showers with the water is exposed, even just spraying them with enough of the water…and those are just methods I thought of off the top of my head. Who knows how far Octopus will go with this?"

"So what do we do?" the Invisible Woman demanded.

"I can track them," Spider-Man muttered. "I planted a Spider-Tracer on the Scorpion as he escaped. But that's what I'm afraid of."

"What do you mean?" Sue Storm asked him.

"I mean that Doctor Octopus planned this whole thing out from the start. He _knew _using the Sinister Six would get my attention. He _knew _that I'd figure out what he was going to use the stolen chemicals for. And he _knows _that I'll have tracked him back to his hideout to try and stop him. That's the reason he got the rest of the Six back together-he knows it'll be five of them against one of me," Spider-Man said bitterly.

"What're you talkin' about, webhead?" the Thing interrupted him. "Ya don't think we's gonna let you take the Six on all by yer lonesome, do ya?"

"Oh, he'll have planned for my attempting to even up the odds," Spider-Man replied caustically. "That's why-"

The arachnid hero was cut off by a loud alarm blaring, as one of the Fantastic Four's computers roared to life.

"Aw, shoot," the Thing groaned as the heroes looked at the sight that appeared on the monitor. "I take it makin' Titania and the Absorbin' Man hit the Diamond District is Doc Ock's idea of a plan?"

"And that's why Luke Cage is tangling with Cyclone in Harlem, and Moon Knight's got his hands full with Lodestone," Sue confirmed. "Johnny, you and I will deal with Titania and the Absorbing Man. Ben, you go with the others and help Spider-Man out. Reed, just keep at work on the poison and see if you can come up with some other kind of antidote," she spoke determinedly, looking from one teammate to the other with the look of a field marshal giving out orders. The men of the Four nodded back at their leader, before she ran for the exit, her brother Johnny in hot pursuit.

Despite his somber mood, Spider-Man couldn't resist cocking his arm and making a whipping sound at Reed, as Daredevil and the Thing burst out laughing and Sleepwalker and Captain America smiled in amusement, while Darkhawk simply stood there impassively.

Taking a deep breath, Spider-Man cheered up at the embarrassment on Reed's face, before turning back to his teammates.

"Six of us, six of them," he nodded.

"Let's go."

* * *

The Spider-Tracer signal led to an underground bunker beneath a large grassy hill on the city's outskirts, built by a wealthy family several decades ago during the Cold War as a refuge in case of a foreign invasion but later abandoned when Communism had collapsed. Having lain forgotten for many years, it had eventually been found by Doctor Octopus and refurbished as a perfect defensible lair with access to New York City's water supply. Normally, the entrance would have been hidden under debris and dirt, but today it was wide open, eagerly awaiting visitors.

As Peter Parker, Spider-Man had tried to warn the police about the Six's presence, but so far they had had their hands full keeping a lid on crime happening in the city itself, which was something Doctor Octopus had no doubt expected. Now, as his spider-senses began tingling urgently, he was glad the cops hadn't tried to storm this place, as they probably would have all been killed. As Darkhawk, Sleepwalker and the others moved to follow him into the bunker, he frantically waved them back.

"What's the matter?" the Thing wondered, as Spider-Man peered into the darkness.

"Doctor Octopus has the whole corridor booby-trapped," Spider-Man cursed. "Daredevil, what's in there?"

"I smell machine oil, butane and munitions," the horn-headed hero replied after a moment of study. "I can also hear some kind of buzzing, like…giant…saws…"

"It's a deathtrap," Daredevil cursed. "Octopus has flamethrowers, small-grade missiles, giant buzzsaw blades, and who knows what else. I suppose we could fight our way through it, but it's more likely we'd be seriously hurt or killed. And even if we got past it all, we'd probably be so exhausted we'd be easy prey for the Six. We can't go in there."

"Correction, _you _can't go in there," Spider-Man cursed. "Octopus won't activate the traps if I go in alone. He'll let the rest of the Six gang up on me. The Doctor always had a good sense of sportsmanship, didn't he?"

_"How could he have trapped the entire bunker on such short notice?" _Sleepwalker wondered.

"Ever hear of the Trapster?" Spider-Man replied. "If you're a supervillain or evil organization and you need your hideout booby-trapped on short notice, he's your man. He's even designed security systems for the U.S. government…which explains why he isn't in jail. Not to mention Octopus probably set this bunker up a while ago as his own hideout."

"So whadda we do?" the Thing demanded. "There's no way in hell yer goin' in there by yer lonesome, web-slinger."

Almost by instinct, the rest of the group turned to Captain America, who had been staring at the grassy hill and thoughtfully rubbing his chin.

"Well…" he began.

* * *

Despite his confident stride, Spider-Man couldn't help but feel a chill down his spine as he walked through the trapped corridor, realizing just how accurate Daredevil's assessment had been. Deadly sawblades and drills, laser cannons and missile launchers, flamethrowers and ice-blasters all leered from either side of the hallway, even as the security cameras continued to follow Spider-Man intently. Just as Spider-Man had predicted, Doctor Octopus did not activate the traps. Despite his nervous anticipation, Spider-Man couldn't help but wave at the cameras before pointing at them and then goose-stepping his way down the hall to the ominous-looking double doors at the far end.

One final, mischievous impulse led him to raise his mask enough to expose his mouth and make a few silly faces, before turning around and knocking on the doors in mock politeness.

"Pray tell, is there a Doctor in the house?" Spider-Man called out airily, before the doors slid open. The wall-crawler passed through and into a wide, circular room that was almost as wide as a football field was long, with numerous lights built into the walls and ceiling. Across the way was another set of double doors where, Spider-Man knew, Doctor Octopus lurked.

For the moment, however, the web-slinger was more concerned with the five leering figures who spread out to surround him. The massive, imposing bulk of the Rhino, the crackling electric glow of Electro, the ominous hum of the vibrations from the Shocker's gauntlets, the hammer-shaped arms of the Sandman, and the flickering tail of the Scorpion all passed through Spider-Man's vision as some of his oldest enemies surrounded him.

"Boy, small world, huh?" Spider-Man quipped as he looked around. "I didn't think you guys all went to see the same doctor too."

"The Doctor's actually pretty busy right now, web-slinger," Electro grinned, the sparks on his hands glowing brighter and brighter. "Think we could help you instead?"

"Uh…yeah…I don't think my insurance lets me be treated by pre-med students," Spider-Man said, looking around nervously. "Look, I have a 1:30 appointment, and I'm already a little late, so if you don't mind…" he began, before the Scorpion's tail came down in front of him, stopping him in his tracks.

"I'm afraid we have to insist," the Scorpion said caustically.

"Any last words, wall-crawler?" the Rhino grinned, as he and his teammates prepared to attack.

"Just one," Spider-Man replied, perfectly calm.

Everything was silent for a moment.

"NOW!" Spider-Man shouted at the top of his lungs, before the ceiling above them was smashed open and the Thing, Darkhawk, Daredevil, Sleepwalker and Captain America dropped into the midst of the Sinister Six, forcing them to scatter.

"IT'S CLOBBERIN' TIME!" roared the Thing, eager for a fight, as he squared off against the Rhino. Caught completely off guard, all the villains could do was try to rally themselves and fight back against Spider-Man's allies as the wall-crawler ran for the double doors leading further into the complex, which Sleepwalker had helpfully torn open with his warp beams.

As his allies and enemies faced off, Spider-Man could only admire Captain America's tactical genius in realizing that the grassy hill was essential to maintaining the bunker's disguise, and it was highly unlikely to be booby-trapped for fear of attracting attention. With that in mind, the good Captain had had Sleepwalker use his warp vision to dig a hole in the hill until they reached the top of the dome.

From there, it was a simple matter to dig into the roof itself until only a paper-thin section of ceiling was left, that looked normal from the inside but through which sound could be heard. With his allies in proper position, Spider-Man entered into the main section of the complex, where he gave the signal for them to break through the thin piece of metal left in the ceiling and into the complex itself. Doctor Octopus had indeed had the upper part of the hill monitored, but Daredevil's incredible senses and skills had allowed him to pinpoint the alarms and sensors and figure out ways to bypass them.

Having a Master Planner as an enemy was surely dangerous, but Spider-Man was greatly reassured by having a Living Legend in his corner.

* * *

With the agility and timing of a trapeze artist, Daredevil ducked and dodged the Shocker's blasts. They seemed to be in a stalemate, the Shocker's protective suit shielding him from Daredevil's billy club, and the Shocker unable to hit Daredevil despite his best efforts.

Deciding to try a different tactic, Daredevil sprang forward and lashed out at the Shocker's feet, intending to trip him up, but the Shocker quickly caught on to what he was doing and snatched the club in his hand. Turning up the vibrations of his gauntlets, the Shocker sent a wave of vibrations coursing back along the cable of Daredevil's club, which rocked Daredevil and forced him to let up on his weapon, hopelessly off balance. As he tried to regain the initiative, Daredevil was caught full on in the chest by the Shocker's blasts, knocking flat on his back. The Kevlar of his costume protected him from the worst of the blow, but he was still sore all over from the impact.

Rolling out of the way of the next shockwave, Daredevil leapt to his feet and tried to concentrate with his radar sense. Most of the other melees going on around him were fairly stationary, but the Thing and the Rhino were continually on the move, their vicious blows sending one another flying. Indeed, they were coming this way, furiously grappling and wrestling with one another. If he could just time this right…

The Shocker's blasts followed Daredevil as he continually backflipped and dodged further and further away, just missing him every time. Eventually, Daredevil's dodging put the fierce battle between the Rhino and the Thing between them, and the Shocker lost sight of him. The Rhino and the Thing eventually rolled off in another direction, but Daredevil was gone.

Looking around frantically, the Shocker heard a noise off to the side and began blasting in that direction, concentrating so intently he didn't hear the footsteps behind him until it was too late. Knocked flat on his face by a vicious flying kick, the Shocker tried to get up before a red-gloved hand reached out and pulled off his mask. Realizing his vulnerability, the Shocker tried to counterattack but Daredevil was faster, dizzying the Shocker with a vicious haymaker. Before the Shocker could recover, Daredevil quickly tore off his gauntlets, neutralizing the vibrations that gave his suit much of his protection. Now completely unprotected, the Shocker was quickly beaten into submission by his scarlet-clad foe.

Daredevil breathed heavily as he began tying the Shocker up with his billy club, thanking God for his radar sense. It had been difficult to use it to determine exactly which way the Shocker was facing, and stay out of the villain's line of sight, before distracting him with that thrown shuriken and attacking him from behind, but the tactic had served Daredevil well before, and no doubt would again.

* * *

Pain seared through the Thing's body as the Rhino caught him in his charge and sent him flying back to crash heavily into the wall. The gray-skinned brute came in right behind him, pinning him to the wall with one thick and powerful arm while driving the other right into the Thing's gut. Every blow was a new feeling of agony, as the Thing struggled in the Rhino's grip.

Benjamin Grimm was having the time of his life.

Grinning wickedly, he brought his legs up and around the Rhino's arm, forcing them down on the gray-skinned monster's elbow and breaking his grip. As the Rhino staggered back, the Thing pounded him mercilessly with a rain of jabs and crosses with a speed that would have done Muhammad Ali proud. Finally, he grabbed the Rhino and spun him around in the air, before releasing him and sending the big lummox flying to crash heavily into the far wall.

As the Thing charged in, the Rhino seemed ready to absorb the assault before ducking out of the way at the last second. As the Thing ran by, the Rhino reached out and put his arms around the rocky orange hero's waist, before lifting the Thing over his head and smashing him into the ground in a vicious German suplex. Keeping a firm grip despite the Thing's struggles, the Rhino landed two more suplexes before the Thing broke free, gasping for breath.

The two titans came at each other again, viciously beating each other before breaking it off and circling once more. Roaring in anger, the Rhino suddenly came forward in a vicious charge, hoping to catch the Thing by surprise. Ben Grimm did the last thing the Rhino expected, however, and simply braced himself, catching the Rhino as he came in before spinning him around and jumping in the air, crashing down on the gray behemoth in a vicious body slam.

They both staggered to their feet after this assault, and stared at each other intently, gasping for breath. Finally, the Rhino collapsed, unconscious, as the Thing gave a satisfied smile.

* * *

Trapped within the Darkhawk armor, the teenage Chris Powell tried to avoid vomiting in fear as he frantically dodged the axe blades and hammer heads that the Sandman was using to attack him. It was happening again-the armor had appeared around him and had flown off to Four Freedoms Plaza once he'd heard about Doctor Octopus's threat on the news. Chris didn't know where the armor came from or why it was possessing him, but it had been using his body to fight crime for almost a year now, despite his best efforts to fight it. All he knew was that the armor apparently referred to itself as 'Darkhawk', and that it apparently had a mind of its own.

Unfortunately, that mind didn't seem to know how to fight the Sandman, as its darkforce blasts and wrist-blade attacks passed harmlessly through the Sandman's body. Pinned down in a vice-like grip by the Sandman's lower body, the Darkhawk armor was torn open as the Sandman shaped his arms into a large sawblade and ripped into the armor's chest. Despite Chris's terror, the armor bled a strange green ooze, even as he himself didn't feel any pain.

Chris's surprise seemed to galvanize the armor, as it blasted the Sandman in the face with another darkforce blast. Stunned by the attack, the Sandman let up on his attack, allowing Darkhawk to break free. Taking to the air and rapidly spinning around the Sandman, Darkhawk fired at him repeatedly, repeatedly catching Sandman off guard and leaving him unable to prepare a counterattack. Finally, Darkhawk let up on the blasts and flew back towards the trapped corridor Spider-Man had entered through. As the Sandman composed himself, Darkhawk fired a final blast as if to taunt the sandy villain.

Turning around in a rage, the Sandman charged, only for Darkhawk to activate his force shield generator. Spinning out of the way, Darkhawk's force shield slammed into the Sandman's back, shoving the sandy villain into the corridor itself. To finish the job, Darkhawk fired a darkforce blast at one of the flamethrower traps. The machine roared to life, blasting the Sandman with a concentrated burst of flame.

Chris Powell could only watch in horror as the Sandman was fused into a mess of hardened rock and molten glass, barely able to move and moaning in agony. As if in reaction, the Darkhawk armor recreated its shield generated and dragged the helpless Sandman back into the room, where he congealed on the floor moaning in pain.

Try as he might, Chris couldn't scream.

He wanted to, but he couldn't.

* * *

The Scorpion had heard any number of stories from his fellow supervillains regarding Captain America's shield. He had heard how it hadn't even been dented by repeated punches from the Juggernaut; how it had absorbed a full-on energy blast from the Wrecker without even a scratch; and how it had cut through Klaw's sound barriers to knock the villain unconscious after Captain America had thrown it.

Someone like the Scorpion might have been tempted to dismiss these stories as urban legends, but unlike most legends, these tales were entirely true. Of course, he wasn't particularly impressed, confident that he could succeed where so many other villains had failed in striking down Captain America.

His deadly plasma sting blasts, released from his specially designed mechanical tail, were easily absorbed by Captain America's shield. Realizing the Captain's ability to defend himself at long range, the Scorpion decided to go into close quarters and tear him apart with the stinger at close quarters, channeling the plasma energy directly into his opponent's body. That strategy proved no more effective, as Captain America almost effortlessly moved his shield to deflect every one of the Scorpion's attacks.

"Your technique is all wrong, son," Captain America advised the Scorpion as he leapt over his opponent's attempted trip with the tail. "Being too reliant on one weapon leaves you vulnerable to your opponent figuring out all your moves. And then where will you be?"

In response, the Scorpion charged in closer, tearing at the Captain with the wickedly edged pincer claws built into the gloves of his costume. In response, Captain America swiftly deflected the Scorpion's blows with his shield and then whacked him across the face with it, causing the Scorpion to stumble back in surprise.

"Care to try again?" Captain America asked him playfully. "I'm having a lot of fun-this reminds me of boot camp!"

Roaring in frustration, the Scorpion came at him again, firing a series of sting blasts, which Captain America easily blocked with his shield. The Scorpion had anticipated that, leaping into the air and slashing at Captain America from above with his claws while his tail snaked forward from below. There was no way the Captain could block both blows at once.

"Take your own advice!" the Scorpion gloated, as he came in for the kill.

Rather than try and deflect the blows, Captain America backflipped and slid his shield off his arm. The Scorpion stopped immediately, recognizing the move, and sprang out of the way of the shield as Captain America threw it. Grinning wickedly, the Scorpion charged at the now defenseless Captain, waving his tail back and forth in a defensive arc behind him as he waited for the shield to inevitably return.

Unfortunately, with his attention divided and his strongest weapon out of action, the Scorpion found caught off guard when Captain America began blitzing him with a flurry of vicious punches and kicks. When the Scorpion tried to protect his face, Captain America attacked his lower body; when the Scorpion moved to guard his lower body, Captain America went back to work on his face. Battered by the relentless assault, the Scorpion was hopelessly confused and completely forgot about Captain America's returning shield, which slammed him in the back of the head and knocked him unconscious before flipping through the air and landing neatly in the Captain's hand.

Nodding in satisfaction, Captain America realized that the Scorpion had apparently never read Sun Tzu's _The Art of War. _If he had, the arachnid villain would probably have realized that in making tactical dispositions, the best pitch one could do was to conceal them.

* * *

Sleepwalker deflected Electro's first blast with his warp beams, before dodging low as the next bolt came in. As the alien hero dodged the third bolt, the experienced Electro correctly predicted his move, blasting Sleepwalker with the fourth blast. As Sleepwalker collapsed on the metal floor, Electro channeled his energy through his feet, laughing as the steel floor conducted his energy into the downed alien's body. Screaming in pain, Sleepwalker cast around himself with his warp beams, trying to break the current coming from Electro as he rose into the air again. Growling in frustration, he tried to find something that he could affect with his warp vision, but he realized he was at a serious disadvantage.

Binding Electro with the metal of the floor wouldn't do any good, since the conductive villain could just continue to channel his energies through it. Sleepwalker was also extremely reluctant to otherwise damage the bunker's structure, realizing he might risk bringing the whole roof down on them in an instant. He had already torn a jagged hole in the ceiling with his warp vision, and that was as far as he was willing to risk it.

It was then that Sleepwalker remembered the conductive properties-or lack thereof-of dirt and earth.

Not wanting to risk Electro figuring out his plan, Sleepwalker charged straight on at the electrical villain, who laughed out loud and raised a field of energy around himself. Caught in Electro's deadly aura, Sleepwalker gritted his teeth against the pain as he pretended to struggle with Electro, before finally turning around and breaking free, falling back towards the area where the heroes had first broken in, the hole to the surface directly above him.

Grinning like a Cheshire cat, Electro flew in for the kill as Sleepwalker sprang to his feet. Caught off guard, Electro recoiled in surprise as Sleepwalker looked straight up, casting his warp beams to agitate the dirt and soil on either side of the tunnel he had dug through the hill to reach the bunker. Before Electro realized what he was doing, Sleepwalker had gathered a huge cloud of dirt and earth which he proceeded to drop on his opponent.

Shouting in horror, Electro tried to blast his way free, but Sleepwalker formed the dirt and debris into large and hard clumps that pounded the villain from all sides. As he sank to the floor, Sleepwalker focused the dirt into a large mound that he proceeded to shape around Electro, trapping the electrical villain up to his neck and unable to conduct his energy. Electro tried to blast his way free with sheer force, but Sleepwalker maintained the pressure on the dirt pile and fought back against Electro's efforts. Finally, a large portion of the pile itself rose up behind Electro's head. Hardened by Sleepwalker's warp beams, it hammered Electro in the back of the head and knocked him senseless.

Catching his breath, Sleepwalker looked around at his victorious allies. All them had been battered and bruised except for Captain America, but they stood triumphant over the fallen members of the Sinister Six.

Unfortunately, there was still Doctor Octopus, who Sleepwalker realized was going to be the toughest one of them all.

The heroes all looked towards the double doors leading to Doctor Octopus' lair, grave concern and worry etched on their faces.

* * *

If Spider-Man had started the day feeling worried and stressed out about facing the Sinister Six, all he felt now was grim determination to take Doctor Octopus down. The wall-crawler had always felt a certain amount of disgust and loathing for Doctor Octopus, more so than with most of his other enemies. As a scientist himself, and one who'd always borne in mind the responsibility that came with such talents, it was particularly galling to Spider-Man that Doctor Octopus used his amazing intellectual gifts for crime. Granted, Doctor Octopus felt the same way about _him_, lamenting the way Spider-Man 'wasted' his obvious scientific skill on such unprofitable ventures as superheroing.

Hence it was with a mix of both anticipation and dread that Spider-Man stepped into a second rounded room, smaller than the first. A number of doors led off from this room, no doubt to living quarters for different members of the Six, along with Doctor Octopus's laboratory, a kitchen, and other amenities. Glancing from side to side, Spider-Man noted that this room didn't give him as much space to maneuver in, as yet another precaution taken by the Master Planner.

The man himself stared impassively at Spider-Man in the center of the room, his mechanical tentacles waving menacingly all around him. Doctor Octopus stared at his most hated of enemies impassively, before raising an eyebrow as he spoke.

"Once again, I must commend you on your foresight," Doctor Octopus said calmly, despite the crashes and explosions in the main room ahead of him, "particularly in the creative uses you have made of your allies' skills and talents. The battles between our subordinates could go in either side's favor."

"Spare me your praise, Ock," Spider-Man shot back, as he stepped into a fighting stance. "It's just you and me, here and now. And my _friends_-I take it you're not familiar with that word-came of their own free will. They're taking the rest of the Six down, and now it's my turn."

"Honestly," Doctor Octopus scoffed as he suddenly lashed out with his tentacles. "Do you think I did not anticipate confronting you myself? Even if the rest of the Six should fall, your death at my hands shall make the entire undertaking worthwhile!"

With that, the pincers at the ends of the Doctor's tentacles became whirring buzzsaws, even as the tentacles themselves began spewing fire and lasers from the deadly blasters Doctor Octopus had built into them. Always willing to learn from past defeats, the Doctor had repeatedly installed new weapons in his tentacles, ensuring that he was one of the most well-'armed' figures in the supervillain community, so to speak.

One tentacle wrapped around Spider-Man's leg and whipped him around, slamming him into the wall as another one sliced its saw blades towards him, intending to tear his head off. Spider-Man twisted out of the way, but the saw blades still tore across his back and shoulder, raising blood as he shouted in pain. Grabbing the tentacle with a webline as it passed overhead, Spider-Man broke free of the first tentacle's grip and tried to counterattack, but was forced to roll out of the way as the third tentacle shot a wave of fire at him and the fourth fired a deadly laser blast.

Try as he might, Spider-Man simply couldn't get around Doctor Octopus's tentacles to fight back. They quickly broke free if the wall-crawler webbed them together or to the walls, and worked in perfect concert. As he danced around the laser blast of one tentacle, another one came out of nowhere and shot a burst of fire, badly scorching Spider-Man's leg as he knelt down for another spring. Shouting with pain, Spider-Man collapsed on the ground and was forced to roll for his life as the tentacles' sawblades scythed down towards him from every direction. By some miracle, he managed to avoid being cut before springing to his feet, gasping for breath.

"I am familiar with all your tactics, Spider-Man!" Doctor Octopus mocked the wall-crawling hero, who now was now running vertically on the walls. "No strategy will work against me more than once!"

As much as he hated to admit it, Spider-Man realized Doctor Octopus was right. The first time they had fought, Spider-Man had defeated the Doctor by pulling his glasses off with webbing. Without his glasses , the Doctor's nearsightedness left him unable to fight back. Unfortunately, after that time Doctor Octopus had invented a special laser device that he used on himself to correct his vision problem, although he continued to wear sunglasses to indulge his vanity. Since that time, Spider-Man had been forced to continually find new ways to defeat the Doctor, which the Doctor had then overcome. His tentacles, for example, were now far too strong to be restrained by Spider-Man's webbing.

And in that realization, Spider-Man found the answer.

Charging forward and letting all four tentacles come to him, Spider-Man let loose a wide spray of his webbing to bind the Doctor's arms together, pouring it on as hard as he could.

Surprise and derision crossed the Doctor's face as he realized what Spider-Man was doing.

"Fool!" he shouted, as his tentacles snapped the webbing apart with a simple flex. "Now you will-"

Spider-Man had been waiting for just that critical moment when Doctor Octopus spread his tentacles apart. With pinpoint accuracy and almost supernatural speed, Spider-Man sprang through the gap that had opened between the tentacles and caught up to Doctor Octopus before the Doctor realized what was going on. Reflexively, the Doctor tried to bring his tentacles back to attack Spider-Man, but the wall-crawler was faster, giving Doctor Octopus a swift jab to the face that knocked him flat on his back.

While Doctor Octopus's tentacles were masterpieces of robotic engineering, and almost invulnerable to attack, the man behind them was frail and soft.

Getting to Doctor Octopus to attack him was the difficult part, but if an opponent actually succeeded in doing so, the not-so-good Doctor could be an extremely vulnerable target.

"I suppose you can't teach an old spider new tricks," Spider-Man smirked at the unconscious Doctor, "but even the old tricks can work pretty well if you come up with new ways to use them."

* * *

The police had been called, and the entire Sinister Six gathered to be webbed up for the police. After talking with Reed Richards over the phone, Spider-Man had also managed to develop an antidote for Doctor Octopus's radioactive poison that worked without the mind control drug. As soon as they hung up, Reed had gotten to work synthesizing the compound, which would be handed over to the city to cleanse its water supply.

All that remained for Spider-Man was to write out his customary note for the police. Glancing around at the Thing, Darkhawk, Sleepwalker, Daredevil and Captain America, Spider-Man pondered in silence before he got a sudden burst of inspiration. With a wide grin, he quickly scrawled down a note, before calling the rest of the heroes over.

"I know it's not particularly witty this time," Spider-Man grinned as he began passing the note around, "but I just couldn't resist it." Captain America and Daredevil burst out laughing as they signed it, before passing it on to Sleepwalker.

_This Family Value Pack of villains delivered to you courtesy of the Spectacular Spider-Squad, New York's newest impromptu superhero non-team._ _We specialize in capturing bad guys in bulk, conveniently gift-wrapped for ease of transportation. The Sinister Six comes as an introductory offer, Compliments of Your Friendly Neighborhood Spider-Squad. _

Repressing a smile at Spider-Man's strange sense of humor, Sleepwalker added his own signature to the list, before passing it on to the Thing. When the note was passed to Darkhawk, the mysterious android seemed to stare at it for a moment, before writing his name in large capital letters that looked like something produced off a laser printer.

Spider-Man took the note back and glanced it over with a smile, before pinning it to the net of webbing that held the unconscious supervillains.

"You know, we did pretty good here today," the web-slinger pointed out. "What say we make a go of it as an actual team?"

The looks Spider-Man's 'teammates' returned, ranging from impassive to derisive, told him what they thought of the proposal.

"…And, once again, I show that I'm the only hero in this town who actually has a sense of humor," he groused, as the flashing lights of the police cars appeared in the distance.

(_**Next Issue:**_ As New York City returns to normal, Sleepwalker resumes his quest to track down the entity who attempted to destroy Julia's mind. But when the trail leads to the mysterious Mr. Jyn, Sleepwalker gets much more than he bargained for as he confronts the horrifying truth behind the meteoric rise of Pruitt Enterprises! All this and more in _Sleepwalker #41: That Old Black Magic_!_)_

**

* * *

**

Author's Note

This issue is dedicated to Stan Lee, Steve Ditko and John Romita Senior, the creative geniuses behind the Amazing Spider-Man in his formative years. Reading their work as a kid made me a lifelong fan of the web-slinger, and gave me my love of superheroes and superhero fiction. Those stories were and are some of my fondest childhood memories, and this story is my personal salute to Stan, Steve and John as thanks for all their fantastic work so many years ago.

Jared Milne

March 2010


	45. That Old Black Magic

Try as she might, Alyssa Conover just couldn't keep her mind on the beat. She tried to force herself to concentrate, and go over the choreography once again, knowing full well just how important this routine was to her final exam in her Dance class, but she kept stumbling, as her mind kept drifting back to the secret she had been forced to share with her boyfriend Rick Sheridan.

Finding out that Rick harbored the alien warrior known as the Sleepwalker in his mind hadn't been an easy pill to swallow, particularly when she'd seen the many battles the Sleepwalker had fought in the newspaper and on TV. In a way, she'd become the girlfriend to a superhero, and it wasn't something she was exactly pleased about. Sleepwalker had made a lot of enemies.

What if one of them-

She completely lost her balance and fell flat on her face. Getting up, she stopped the music and sat down on a bench, taking a drink from her water bottle.

Julia had already been attacked-twice-by that Lightmaster freak.

Alyssa shook her head and leaned back against the wall, trying to get the disturbing images out of her mind.

* * *

SLEEPWALKER #41

"THAT OLD BLACK MAGIC"

* * *

In recent weeks, Harold Pruitt's smiles had become almost as wide as Mr. Jyn's. Ever since his mysterious assistant had kindly offered to work for him, Pruitt's profits had exploded. Now possessed of more wealth than even the likes of Tony Stark or Simon Utrecht, Pruitt had it all-women on his arms, six-course meals every day, seven separate mansions, a collection of the finest European sports cars, almost anything and everything he could ever hope for.

Mr. Jyn had given Pruitt some of the standard tricks, actions that pussies like Tony Stark, Kyle Richmond and Warren Worthington were too chicken to use-setting up in countries with lax child labor laws, bribing politicians to steer lucrative contracts his way or to "overlook" environmental infractions, stuff like that. People like Norman Osborn and Justin Hammer did these types of things all the time, but Mr. Jyn was a magician when it came to arranging things to work out in Pruitt's favor.

From a petty $85 million or so before he'd met Mr. Jyn, Pruitt's fortune had shot through the roof. Eager for more, Pruitt had listened to Jyn's further suggestions-selling arms and materials to many of the violent groups fighting in places like Somalia and the Sudan…selling technology and materials to the likes of the Secret Empire, Doctor Doom, or Magento's Acolytes…employing assassins and thugs against protesters and dissenters…all the stuff that Stark, Marc Spector, or Brian Braddock were too cowardly to use. Norman Osborn had been right-Stark and his crowd were holding the rest of them back-

He banished those thoughts from his mind, sniffing and snorting as he eagerly anticipated his next meeting with Mr. Jyn. He'd noted how his strange assistant continued to grin with a smile that was far too wide to be human, and the way Jyn seemed more…_intense…_in the last few weeks, but Pruitt was in too much bliss to be care.

He and Jyn were to meet tomorrow night.

He tingled with pleasure as he anticipated the rush, twitching all over in overeager excitement.

Joy.

Bliss.

Euphoria.

* * *

Julia Winhill looked through the e-mails she was receiving from Gwen Stacy, becoming increasingly uncomfortable with the thought of replying. For the last month, even before Spring Break, Julia had stopped going to the meetings of many of the activist groups she had been involved with, and she'd let her membership in several of them lapse, giving the excuse that she needed to focus on her studies.

Some of her friends had wondered about that, particularly considering her normally fiery enthusiasm for many of the causes she embraced. Six months ago, if anyone had told her she would eventually consider dropping a lot of her volunteer work, she would have laughed in their face.

Of course, that was before she had begun having nightmares about very nearly being strangled by Lightmaster, nightmares that had gotten worse since she'd heard that he had escaped from Attica Prison last New Year's Eve. Then there was the horrifying attack she'd suffered while she was asleep, as some creature called a 'mindmite' had tried to destroy her very mind from the inside out, before she was rescued by the alien hero calling himself the Sleepwalker.

Julia began shuddering all over at the thought of it.

She deleted all of Gwen's e-mails without answering them.

* * *

"Funny how things work out, isn't it?" Jeff Hagrees asked Dr. Edward Lansky as they sat at the table at the Bar With No Name.

"How do you mean?" Lansky asked, pulling at his beer.

"All the villains that were driven nuts by that Psyko freak probably would have torn down the whole damn city, if Sleepwalker hadn't stopped them," Hagrees explained.

In response, Lansky spit on the floor.

"Still a little touchy about that?" Hagrees grinned. "Of course, I'm not one to talk."

"They both ruined my life," Lansky muttered. "Him and that Julia bitch, I mean. Too bad Psyko didn't kill them…"

"Yeah, well, I doubt the Kingpin would have been too happy at having his city destroyed," Hagrees shrugged. "So what are you doing right now? You interested in getting back into the game?" he asked, referring to Lansky's costumed alter ego, the light-manipulating villain called Lightmaster.

"For right now, no," Lansky muttered. "Besides, I've got a better proposition in mind. You ever heard of A.I.M.?"

"Those techno-terrorists?" Hagrees asked. "Of course I have. Why, are you planning on joining them?"

"Yeah," Lansky nodded. "I figure I can do double duty-work as an engineer, fight as Lightmaster if I need to. I won't go after Winhill, though-I'll let her sweat it out a little," he grinned wickedly, as Hagrees joined in his smile. "How about you?"

"I'm still working for the Kingpin," Hagrees shrugged, "but I've got to say I'm getting pretty bored."

"Bored?" Lansky asked in surprise.

"Yeah," Hagrees replied. "Don't get me wrong, the Kingpin is a great boss, and the pay's pretty good, but I miss the rush. The thrill of killing some poor bastard with your own two hands, of taking and spending money that doesn't belong to you, of building your own weapons and doing bad things with them," he grinned. "I mean, I'm grateful to the Kingpin and everything, but I miss my outings as 8-Ball."

"So who says you need to just be one of his engineers?" Lansky pointed out. "Why not be both? Those organized crime guys use supervillain enforcers all the time-besides, didn't you already do some of that stuff for him already? You firebombed a hospital and robbed some obscure art show, right?"

"Yeah," Hagrees nodded, "although I'll be damned if I can figure out why he wanted me to do that. Then again, he paid me pretty well for it. Why didn't I think of this before now?" he smacked himself in the forehead in annoyance.

Lansky only frowned, thinking of the work he used to do at Hammer Labs, and his old professorship at Empire State University.

He'd had it all, at least until that Julia girl and her pet superhero had come along.

God, he missed it.

* * *

Sleepwalker concentrated intently as he flew on the night skies, determined to track down the energy pattern he had recognized from the mindmite he had destroyed when he had saved Julia from the attack on her mind some weeks before. While his abilities to see and track energy patterns were rather lacking compared to others of his race, Sleepwalker still had the memory of this particular pattern fresh in his mind, and now that he was free of other distractions, he could concentrate on this problem.

After almost an hour of agonized searching, he found it. The same foul energies he had recognized on the mindmite were in the air around him, and he had found the trail. His eyes gleaming brightly, Sleepwalker set out in pursuit.

As he set out on the trail, Sleepwalker wracked his memory, trying to figure out why these patterns seemed so familiar to him. He tried to recall his training, as he had a nagging suspicion his elders had taught him about some kinds of extraplanar creatures that emanated such strange energies, although they were extremely rare and hadn't been a source of major lessons.

Finally, it hit him.

As he realized just what he was up against, Sleepwalker knew he was in very serious trouble.

* * *

"So what's it going to be tonight, Jyn?" Harold Pruitt asked his mysterious assistant, as they sat together in his office. "We ready to seal another deal with Doctor Doom?"

"Absolutely," Mr. Jyn replied, smiling that strange Cheshire Cat-like grin. "In fact, we-" he paused and stood up, making his way to the window and staring intently into the darkness.

"What's wrong?" Pruitt demanded in alarm.

"I knew it was going to happen," Mr. Jyn muttered, an angry scowl on his face. "Sooner or later…"

"What the hell are you talking about?" Pruitt asked again, getting up from his chair and grabbing Jyn by the arm. "Is something out there?"

"Let go of me, you idiot!" Mr. Jyn shouted, tossing Pruitt away with a shrug. Thrown with unearthly strength, Pruitt flew through the air before crashing into the wall across the room and slumping to the floor. He slowly got to his feet, shaking his head.

"Dammit Jyn, what the hell's wrong with you?" Pruitt demanded in anger, advancing on Mr. Jyn. "Wait...what…what the hell's going on?" he asked, his voice fading as Jyn's head turned completely around. Pruitt knew that no human could turn his neck that way, and yet there it was.

Even more unnervingly, Jyn's eyes began glowing brightly.

"It's time," Mr. Jyn said, that same wide grin crossing his face as he turned his neck back around completely.

All of a sudden, the entire room began shuddering violently, as the furniture and décor began twisting and vibrating with a life all its own.

"Jesus Christ!" Pruitt swore as the painting on the wall behind him crashed to the floor. "Jyn, what the fuck's going on? What _are _you?" he demanded in alarm.

Suddenly, all around him, the furniture began crawling with a life of its own. It danced in circles, bounced up and down on the ground, spun around in the air, as Mr. Jyn began to glow.

Pruitt knew he should have tried to run, but he was paralyzed by fear.

* * *

Sleepwalker's heart sank as he dodged the energy blast. Things were even worse than he'd expected, and as it turned out the process had in fact been completed after all. Now, he couldn't even hope to fight back against his enemy through its psychic anchor, as the human was already too far gone to be any kind of use.

The window of the building he faced exploded in a shower of multicolored sparks, as the strange suit-clad being rose into view. The man-vaguely Turkish or Arabic, although it was impossible to tell exactly which-that hovered before him glowed with bright red energy, smirking wickedly with a fanged grin that went three-quarters of the way around his head.

"I never quite believed it when I first saw you on the news," Mr. Jyn said airily, blowing on his fingernails before rubbing them on his suit. "I initially thought you were just a human in a funny suit. After all, who would have ever believed a Sleepwalker would ever be found in _this _dimension?"

_"My people are sworn to fight evil such as yours wherever it is found," _Sleepwalker replied flatly. _"For uncounted millennia the Sleepwalkers have battled nightmares, insanity, and deception." _

"Then why are you-oh, you must be referring to my little deal with Harold Pruitt," Mr. Jyn chuckled. "I assure you, it's part of my standard operating procedure."

_"Bewitching greedy fools into committing worse and worse crimes for more and more money?" _Sleepwalker spat in disgust, as he charged at Mr. Jyn.

"You make it sound so sleazy," Mr. Jyn laughed, flying beneath Sleepwalker's warp vision and out of the way of the grasping pincers the alien had warped out of the wall in an attempt to trap him. "Really, is it my fault if they like the first hit and need more and more of a fix each time?"

Disgust welled up inside Sleepwalker as he followed Mr. Jyn to street level and cast his warp beams all around his opponent, trying again to entangle him.

Mr. Jyn only laughed and clapped his hands, causing Sleepwalker's warp vision to disappear in an instant, as the twisted streets, signs and benches returned to normal. His eyes flaring eagerly, he cast a wave of greenish energy from his hands that struck Sleepwalker before the alien could react. Paralyzed, Sleepwalker floated into the air, surrounding spinning rings of energy that orbited around him.

"Not really sporting, I know," Mr. Jyn sighed, "but you're on my turf here. If we were in the Mindscape, you'd probably be able to hurt me, but that's why we Jyn'ai prefer to have our fun in this dimension."

* * *

Harold Pruitt stared dumbly at the destruction wrought in his office, and the battle between the two freaks he had seen through the hole in the wall.

He slumped back against his wall in disbelief.

Just what the hell was going on?

Who-or more importantly, what-had he been dealing with all these months?

* * *

Sleepwalker cried out in agony as the energy rings surrounding him trapped him crackled, stinging him with green electricity as Mr. Jyn waved and gestured to direct the energies.

"Really, I suppose I could have dealt crack, or heroin, or meth..." Mr. Jyn mused, "but where's the fun in that? And besides, my profits are so much better."

Sleepwalker's only response was to thrash ineffectually as he tried to break free.

"Our races don't typically cross, so you might be wondering just what I've gotten out of getting Harold Pruitt all that money," Mr. Jyn continued with a sadistic chuckle. "In some respects, it's what I've gotten him to do-child labor, dealing with terrorists and criminals, bribing some people and murdering others…you can see for yourself the power I get from it. My arrangement with Pruitt is done…and now I can revel in the benefits…"

Sleepwalker shuddered violently as Mr. Jyn pumped him full of energy yet again. His mind raced as he tried to recall how he could fight something as powerful in its own dimension as a Jyn'ai. They were known to use…

Twisting himself to get a better look at Mr. Jyn, Sleepwalker examined him using his ability to see and detect energy trails. There was a constant, swirling field of energy all around the demon, binding him to this dimension even if his psychic anchor would have rejected him. In essence, Sleepwalker recognized it as an electrical field-somehow, the Jyn'ai gathered electricity and other energies native to Earth and harnessed that power as a means of remaining on this plane.

The Jyn'ai's control over its own energies were too strong to be broken by Sleepwalker's warp beams, and it would only absorb more electricity if Sleepwalker had been able to channel it into him somehow, so he couldn't be overloaded…

It was a dreadful risk, but otherwise Sleepwalker was out of options. Tiring of the game, Mr. Jyn had begun closing the energies binding Sleepwalker in on him, preparing to crush his alien adversary.

Sleepwalker's warp beams flashed intensely, causing Mr. Jyn to recoil in reflexive alarm. This was just what Sleepwalker had counted on, as he ripped open some of the electrical power cables in the ground beneath them. Tearing away half the coils, Sleepwalker extended the other ones and jammed them into Mr. Jyn. The demonic Jyn'ai roared in agony as it suddenly felt the electrical energy it felt on being drained away. Forced to let up on Sleepwalker's energy prison to try and deal with the problem, it tried to reach for the other exposed wires it saw.

Now freed from his prison, Sleepwalker was faster, breaking free and re-sealing the other exposed wires beneath him. The last thing Sleepwalker wanted to do was let Mr. Jyn complete the circuit and begin drawing energy from the New York power grid-now, with himself as the electrical source powering the rest of the cables, he was the main source of the energy rapidly being siphoned off, literally draining the life out of him. Mr. Jyn struggled to break free but Sleepwalker kept up the pressure, tearing the cables out further and using them to bind Mr. Jyn.

His energy bleeding away, Mr. Jyn's powers continued to weaken, even as he tried to attack Sleepwalker again. Unfortunately, the charge that had kept Mr. Jyn anchored on Earth had grown increasingly feeble, too much so to resist Sleepwalker's warp vision as the alien blasted him full on.

Screaming in pain, Mr. Jyn's handsome features began to dissolve, as his skin turned a deep fire red. Horns grew from his head, and talons from his hands and feet. His clothes vanished, replaced with a golden belt and loincloth. Revealed in his true form, Mr. Jyn tried to break free and fight back, but Sleepwalker had gotten his second wind and continued to pour on the power, finally breaking Mr. Jyn's hold on this dimension.

"Curse you, Sleepwalker!" the Jyn'ai screamed, as it slowly began to fade away. "I… will…not…forgive this…"

_"You do not need to, as you will not be returning to this dimension in the foreseeable future," _Sleepwalker said coldly. _"Your hold on this world is ended." _

"Do you honestly think so?" the Jyn'ai scoffed. "Will the effects of my work disappear so quickly? Even if I no longer have free reign in this world, my power remains unabated in my home dimension…"

Sleepwalker merely scowled in frustration and anger as Mr. Jyn vanished.

* * *

"So what was he, anyway?" Julia asked Sleepwalker the next night after he had visited her to explain exactly what had happened with the mindmite and Mr. Jyn. "You called him a…Jyn'ai?"

_"Jyn'ai are demonic tricksters that frequently manifest upon the material plane to prey upon the greed and folly of humans and the many other races of this dimension. They form bonds with specific humans who serve as their psychic anchors, using their powers to give the humans vast wealth. Such methods invariably bring suffering and harm to innocents, and the Jyn'ai feeds on their pain and sorrow, to say nothing of the increasing stature they gain among their own kind." _

"_Their powers are vast and manifold, and indeed they can employ almost any ability that they desire to achieve their own goals, whether it be conjuring mindmites or entrapping their foes in energy prisons. Indeed, it was only through the carelessness of my enemy that I was able to employ those electrical cables to drain away his energy and weaken him enough for my warp vision to banish him. Without such fortune, I would almost certainly have perished at his hands." _

"You said the Jyn'ai prey on their victims' greed…huh…" Julia muttered.

"_Precisely so," _Sleepwalker nodded. _"What is the reason for your inquiries?" _

"Let me guess," she said sardonically. "The Jyn'ai got them to agree to worse and worse things in exchange for what they were pushing?"

"_Indeed," _Sleepwalker nodded.

"Sounds about right," Julia noted. "Get them addicted, then jack up the price."

Sleepwalker was about to speak again, but then he realized what she was getting at, and nodded grimly in agreement.

* * *

"Get it all replaced," Harold Pruitt ordered his staff, "and get the wall patched, too. Last time some goddamn supervillain tries to blow up my office…"

"Anything else, Mr. Pruitt?" one of his assistants asked.

"No, that's all," Pruitt shook his head. "I'm going to work in Mr. Jyn's old office."

"What happened to Mr. Jyn?" the staffer asked again.

"Let's just say he's moved on to other opportunities," Pruitt said dismissively, before going into Mr. Jyn's office and locking the door behind him.

Sitting down at Mr. Jyn's computer, Pruitt realized everything was just as he'd expected. All the purchase orders from the Friends of Humanity, all the e-mails exchanged with the apartheid government of Azania, and all the contracts with the Serpent Society had been left at his disposal.

Pruitt only smiled.

Even with Mr. Jyn gone, he'd left a wonderful legacy behind for his former 'employer'.

He tingled with pleasure as he anticipated the rush, twitching all over in overeager excitement.

Joy.

Bliss.

Euphoria.

(_**Next Issue:**_ Rick's relationship with Alyssa becomes increasingly complicated, as she struggles to reconcile herself to Sleepwalker's presence in her boyfriend's mind. At the same time, Rick himself must contend with the realization that Julia and Sleepwalker have been keeping secrets from him about her knowledge of the alien's presence in his mind. Sleepwalker finds that he can't worry about such petty concerns when the maniacal Fever Pitch returns with a loyal cultish following, determined to bring about the Inferno of which they've dreamed for so long! All this and more in _Sleepwalker #42: A Hot Time In the Old Town Tonight_!_)_


	46. A Hot Time in the Old Town Tonight

Rick Sheridan worked diligently in the library, going through his notes again as he re-read the last Biology chapter. He was more than a little grateful to Dr. Curt Connors for holding the review sessions before next week's final exams in mid-May, particularly since the good doctor had made a point of extending his office hours specifically to help any students who had additional questions for him. While Rick had never been much of a science enthusiast, he found himself enjoying Dr. Connors' lectures all the same, particularly how Connors made the material so easy to understand.

Unlike most other students at Empire State University, Rick was actually grateful for the fact that final exams were next week. He found that they provided a welcome distraction from the new complications he'd had to deal with since Sleepwalker had confronted Psyko.

In particular, he appreciated not having to think about the awkward feeling that had come between him and Alyssa Conover ever since she had learned about how he harbored the Sleepwalker in his mind.

* * *

SLEEPWALKER #42

"A HOT TIME IN THE OLD TOWN TONIGHT"

* * *

At the very same time, Julia Winhill found herself increasingly unable to concentrate on her studies. Sitting in her apartment and poring over her Sociology notes, she nonetheless kept thinking back to her experiences with the strange alien creature that called itself the Sleepwalker, and the many battles he had fought since coming to the human world. Julia had borne witness to several of them. Indeed, the Sleepwalker had saved her life no less than three separate times, more if one counted the bloodbaths the alien warrior had fought with Psyko, a monster that had very nearly destroyed the entire city on more than one occasion.

From the first time she'd met Sleepwalker face to face, Julia had known he'd had something to do with her friend Rick. She hadn't known how to deal with that knowledge, wondering if Rick had been risking his life as a costumed superhero. Not knowing what could have possibly motivated Rick to do so, Julia had kept her knowledge a secret, figuring that Rick would tell them all when he was ready.

Now, though, she wasn't so sure anymore. After more than eight months, she knew Rick should have told them something, anything, by now.

Then it occurred to her.

Why hadn't Sleepwalker told Rick she knew their secret?

* * *

"I've got to say, it's weird," Kenny Anderson commented offhandedly to Cyrus O'Donnell as they ate lunch in the Students' Union Building.

"What's weird?" Cyrus asked, pushing his glasses up on his nose even as he dreaded what would probably be another one of Kenny's rants on how John Kricfalusi was an overrated hack.

"Alyssa and Rick used to be so lovey-dovey," Kenny replied, "and now they're…not so much, anymore?"

"You mean you actually _liked _seeing them making goo-goo eyes at each other?" Cyrus asked incredulously. "Frankly, there were times when I thought I was going to get diabetes just looking at them."

"Come on, man," Kenny frowned. "They make each other really happy. Alyssa's always been a sweetheart, and we both saw all the shit Rick's been through these last few months. They deserve to be able to make goo-goo eyes at each other."

Cyrus had no answer to that.

"…So what do you think could be the problem?" Cyrus wondered.

"I wish I knew," Kenny sighed. "I just wish there was something I could do to help…"

Kenny sat in silence for the next few minutes, mulling over what could have possibly changed in Rick and Alyssa's relationship.

Cyrus sat in silence for the next few minutes, mulling over what could have possibly happened seven months ago, that first caused Rick to change almost overnight, and what had apparently led him to begin keeping secrets ever since.

* * *

It had all been a horrible nightmare at first.

Locked in the Ravencroft Institute for the Criminally Insane, cut off from his family, the only people who understood his vision. The doctors asking meaningless questions that only showed how rotten and stagnant their minds were. Trapped in those sterile, lifeless hospital walls, before being subjected to the nightmares of the monstrosity calling itself Psyko.

Psyko did not seek the cleansing Inferno. All he sought, rather, was to emphasize the sickness and misery of this world by subjecting its inhabitants to their very worst nightmares. The man, the visionary, had not been spared these horrors, subjected to his own worst nightmares under Psyko's thrall.

All he had seen around him was peace, calmness, silence. The Inferno was dead, not a spark of life remained to animate it.

Rot.

Stagnation.

Death.

Now, freed from Psyko's nightmares, the visionary had found the Inferno speaking to him more strongly than ever before.

The visionary, formerly called Cole Tritt but now properly known as Fever Pitch, had found first his Inferno and then his family.

And the world was going to burn.

* * *

It wasn't what Rick or Alyssa had in mind when they'd planned their dinner date at the Blue Star Restaurant. They poked at their food in silence, neither one still entirely willing to address the elephant in the room.

"How're your routines for your Dance exams coming?" Rick finally asked.

"Pretty good," Alyssa said. "I think I'll ace them, actually."

"That's nice," he replied.

They continued eating in silence for several minutes.

"How are Bobby and Leah?" Alyssa asked.

"Bobby's good," Rick said. "He's thinking of moving in with Leah and Phillip. He doesn't like living in Mom and Dad's house by himself, so we're talking about selling it."

"Really?" Alyssa asked, as she sprinkled some parmesan on her lasagna.

"Yeah, I might go back to Albany this summer to help with the move," Rick replied.

Silence fell over them both again as they paid the check and left, heading back to their apartment building. Neither one said anything before they entered into Alyssa's apartment, and sat down to watch the movie she had rented.

"So…" Alyssa began.

"Yeah…" Rick started.

"Is he going to be watching too?" Alyssa finally asked after a few more awkward seconds.

"Who?" Rick asked, before realizing who she was talking about. "Well…yeah…he does see and hear everything I do…"

Alyssa only frowned.

Finally, Rick couldn't take it anymore.

"Look…Aly…" he finally said, "I've gotten used to the Sleepwalker. He's done a lot of good, really."

"…Enough that you forgive him nearly ruining your life?" Alyssa shot back, her eyes narrowing.

"Yeah…I mean…" Rick started.

"…I'm sorry," Alyssa replied, shaking her head. "I'm still trying to get my head around it. But seriously, he lives in your mind and you're _okay_ with this?" she asked incredulously.

"I've kind of had to be," Rick sighed. "He and I are pretty much linked."

"Linked…" Alyssa trailed off.

"We've tried breaking the bond more than once," Rick informed her. "So far, nothing's worked."

"That still doesn't explain why he needs to come out at night and fight crazed psychopaths like that 8-Ball character," she muttered.

"But Aly, he's done a lot of good," Rick protested. "He's saved Julia three times, he saved you and everybody else from the Bookworm-"

Alyssa had no response to that.

"So he's a superhero," she muttered after several minutes. "Look, I…" she seemed to hesitate as she trailed off.

"What is it?" Rick asked more gently.

"I don't mean to seem ungrateful…" Alyssa said, "but the Sleepwalker's made how many enemies now?"

"I can't really say," Rick replied in embarrassment. "He and I don't really discuss that."

"So then what happens if one of those enemies finds out the connection between you?" Alyssa asked. "How do you know one of those enemies won't go after you, or me, or one of our other friends? Sounds like a quick and easy way to get some payback…"

"But…no one's ever found out," Rick protested.

"That doesn't mean they can't," Alyssa replied, shuddering with worry. "And then…what if…"

"That won't happen," Rick said determinedly. "I promise you, it won't."

"You sure put a lot of faith in something that screwed your life up so bad that it nearly killed you," Alyssa scowled at him.

"Aly-" Rick started.

"I'm sorry, Rick," she sighed. "I know all the good he's done, and I know he's a part of your life. It's just…I don't know how to…you've got this thing in your head, and I don't know how to deal with it."

Rick's heart sank as he listened to her words. It was just what he had been afraid of ever since Sleepwalker had become trapped in his mind.

"Alyssa, please…" he said, even as all his old fears began creeping up again. "You can't…I need you…please don't…"

Alyssa closed her eyes and shook her head, trying desperately to sort through her own confusion.

"No…Rick…" she answered, closing her eyes even as she rubbed her temples with her hands. "I just…I just need to think….I don't know what to say…"

A week ago, Rick Sheridan would have sworn that he'd put all his old frustrations and resentments behind him. Now, he wasn't so sure.

"Just think what you want," he replied, his voice trembling with anger. "Just remember-you helped me pull through when I couldn't get my head around Sleepwalker being in my mind. I don't know what I could have done without you," he finished, as he left Alyssa's apartment.

Confusion, guilt and frustration whirled in Alyssa Conover's mind as she sat down on her couch and put her head in her hands.

* * *

When Rick fell asleep that night, he materialized in his mind to speak with Sleepwalker. The alien warrior looked at Rick hesitantly, having seen everything through Rick's eyes and ears. He slowly stepped forward, before Rick's glare stopped him short.

_"Rick, if there is something I may do to facilitate a resolution to your tensions with Alyssa-" _he began.

"Save it," Rick said curtly. "Before you go out tonight, there's something we need to discuss."

_"What is that?" _the alien asked.

"Your friendship with Julia," Rick replied. "Remember when I was in your mind, helping you get over Psyko's madness?"

_"Yes…" _Sleepwalker began.

"Well, one of the memories that came up was you talking to Julia. Would you care to explain how long she's known about our bond?"

Sleepwalker paused at this, reflecting on the many conversations he'd had with Julia, which had come up after his efforts to protect her.

_"I believe she first became aware of our mutual link after I emerged from your mind the first time I confronted Lightmaster," _Sleepwalker replied. _"I have little doubt that she associated my sudden emergence with your falling unconscious." _

"Uh-huh," Rick said, a sarcastic edge in his voice. "Would you mind telling me, then, why neither you nor she ever told me about her knowing our secret?"

_"…I was uncertain of how you would react," _Sleepwalker said, shame crossing his face. _"I believed that Julia would tell you when she felt the time was right." _

"And she never did," Rick scowled. "Everything's already gone to pot with Alyssa, and now I find you were keeping secrets from me?"

_"Rick, I apologize for-" _Sleepwalker began.

"Forget it, okay?" Rick snapped, waving him away. "Just get out of here. I'm going to deal with Julia myself."

Sleepwalker closed his eyes in shame, before he headed for the portal leading to the human world and out into the night.

_**

* * *

**_

The next day…

Julia suddenly sat up with a start, surprised by the knock at her door. Sitting for a moment, she finally got up to answer it.

Somehow, she wasn't surprised to see Rick.

"Hey Rick," she greeted him. "What's up?"

"You have a moment, Julia?" Rick asked, giving her a strange look. "I need to talk to you about something."

Right away, Julia knew what he wanted. She led him in without a word, before sitting down with him on the couch.

"You know that Sleepwalker guy, right?" Rick asked, continuing to stare at her with that strange look in his eyes.

Julia only nodded.

"Fought Lightmaster a couple of times, didn't he?" Rick continued.

Julia nodded again.

"Then you probably know why I'm here," Rick finished.

"Yeah, I do," Julia mumbled.

"Care to explain why you never told me?" Rick asked, more pointedly this time.

"Rick, please…I…" Julia began, looking down in shame. "I…didn't know how to handle it…"

"With everything I've been through, you never told me?" Rick demanded, his voice taking on an angry edge.

"I thought you'd tell us when you were ready," Julia replied. "I didn't think-"

"That's for sure," Rick snapped at her. "You even stop to think of how long I've been torturing myself over telling you and my friends? The fear that everyone would think I'm a freak? That they'd think I was insane?"

"I didn't know how you'd react!" Julia shot back, guilt turning to anger. "I thought you'd freak out. I thought you'd just be more upset, what with everything that was going on."

Rick only stared back at her.

"Yeah, well you thought wrong," he finally spat. "Alyssa thinks I've grown a second head because of Sleepwalker. You really screwed up, Julia."

"Rick-" Julia began.

"Just forget it," Rick dismissed her, as he stood up to leave.

"Rick, wait!" Julia called back to him.

The slamming door was her only reply.

* * *

"Is it really that bad?" Red asked Cyrus later that week as they ate dinner after their first exam. "I mean, what could have happened to her?"

"I really don't know," Cyrus shook his head. "First Rick and Alyssa are barely speaking to each other anymore, and now Julia barely says anything anymore. She hasn't insulted Ann Coulter in over a week!"

"Okay, now I know there's a problem," Red frowned. "And you haven't heard what's been going on with any of them?"

"No," Cyrus frowned. "Kenny was going to try to figure it out, but he's been so busy wrapped up with his final project for his Graphic Design class."

"…Kenny's _working hard _on something?" Red asked incredulously. "What the hell happened to you people? I go away to Germany for a week, and when I come back nobody's acting the way they should. What gives? I mean, you're the only normal one left?"

"Gee, thanks," Cyrus said sarcastically. "But yeah, everything's been screwy for the last week or so. Damned if I know what's going on…"

Red only finished his hash browns in silence, repeatedly turning the information over in his mind.

He had to talk to Kenny.

* * *

It was a grand old country house, reflecting some of the best in classic architecture. Based in rural upstate New York, it was owned by the grandparents of one of its current residents, who had allowed it to fall into a terrible state of disrepair. The windows were broken, the paint was chipped and peeling, and the entire building was badly weathered from a lack of maintenance, although it remained as solid as it ever had. The current inhabitants might have been able to fix it up, but their leader had insisted that it remain as it was, claiming that it made an excellent symbol of the current state of the world.

The inside of the building was no better. The kitchens and bathrooms were dirty and filthy, graffiti and obscenities were scrawled everywhere, the furniture was wrecked and broken, and sickening paintings and images were prominently displayed on the walls. The place contained many more people than was suitable to live there, many of them crashing on the floors. Almost a hundred people, most of whom were lonely, directionless folk who found their leader's words to be a visionary truth, lived in the house.

Their leader held court in a ballroom on the mansion's top floor, where he spent hours regaling his minions with ranting, raving speeches about how the world had become stagnant and corrupt, and how the cleansing fires of the Inferno were needed to purify it. In another life, the leader had been the serial killer named Cole Tritt, whose murders were committed to help bring about the Inferno, but after an accident at a Roxxon warehouse he had been reborn. Now he was a thing out of nightmares, a living, breathing skeleton wreathed in fire. The skeleton insisted that Cole Tritt had been burned away, annihilated by the Inferno, replaced by the Fever Pitch, the avatar of the brave new world.

Today, almost all of Fever Pitch's followers sat with him in the ballroom, enthralled as their leader explained his final vision.

"The time is at hand, my friends,"he proclaimed rapturously. "You see what we have to deal with, the war that must be won, and what must be done to bring about the cleansing Inferno!"

"How did things get this bad?" one of his followers called out. "How could this world have gotten so rotten and corrupt in the first place?"

"The world used to be a beautiful chaos," Fever Pitched rhapsodized, his flames glowing more brightly now. "There was death and violence everywhere you looked. Life was short, harsh and cruel. Everyone suffered, everyone died, and it was beautiful."

"But then everything began to rot," Fever Pitch shouted, "as we began to stagnate. The chaos was contained by those rotten, shit-brained fools who tried to make us all as corrupt and pathetic as the rest of them. We suffered and became 'civilized'," he spat, seeming to choke on the word as he spat it out.

"Now, look all around you," he continued. "All we see are the same pathetic, mindless sheep that have become just another pile of stinking deadwood. They spread their disease to the rest of the world. Where's the misery? Where's the suffering? Where's the death? Where's the horror?" Fever Pitch raved, his voice rising until it reached a screaming frenzy.

"Is it all gone?" another follower asked in reply. "Do we have nothing left to live for?"

"Now you see why this world needs the Inferno!" Fever Pitch shrieked. "They don't fear the chaos anymore! They don't know what it's like to know horror, the feeling that you could die at any time! Now you know why this world needs to burn!" he proclaimed rapturously.

"How can we do this?" still another follower asked, as the rest of the group began cheering enthusiastically. "How can we bring forth the Inferno?"

"It's time to show the world what terror is like. Most supervillains and criminals, even that creature calling itself Psyko, only want to profit from this world's sickness. They just illustrate how fucked up everything is, and why it needs to change!" Fever Pitch shouted in ecstasy, reveling in having the Inferno speak through him.

"And let them know fear!"

(_**Next Issue:**_ Even though New York City seems to have recovered from the destructive riots caused by the murderous Psyko, it soon faces a new threat when Fever Pitch's followers cause a new outbreak of violence! Sleepwalker joins in the battle against the rioters, but soon finds himself in a race against time to stop Fever Pitch when he discovers the monster's true horrifying plans! All this and more in _Sleepwalker #43: As The World Burns_!_)_


	47. As the World Burns

"So what exactly is the problem?" Kenny Anderson asked Julia Winhill as they sat together in the Coffee Bean. "You're just not yourself lately."

"…What do you mean?" Julia asked.

"Come on, Julie," Kenny said gently. "You know what I mean. I hardly ever hear you bash Ann Coulter anymore. What happened to that energy you've always had?"

"I…" Julia began.

"Let me guess," Kenny said. "I take it you probably feel like you messed something up, and you feel guilty about?"

Julia didn't answer, simply staring into her coffee cup.

"…Bingo," Kenny realized.

* * *

SLEEPWALKER #43

"AS THE WORLD BURNS"

* * *

"So that's the plan, Fever Pitch?" one of the monster's followers asked him. "The Inferno will be birthed through the chaos and destruction we sow in New York's streets?"

The monster leaned back on his throne, his cult-like followers realizing that he would have smiled if he still had lips. The creature calling itself Fever Pitch was something out of a nightmare, a living, breathing skeleton perpetually burning in its own flames. Formerly the crazed serial killer Cole Tritt, Fever Pitch had been born after his deliberate arson at Roxxon Chemicals. All of his murders, his arson, his destruction, all of it was born out of his desire to bring about the "Inferno", the voice in his head which urged him to bring about a new era of suffering, chaos and destruction.

_You've lit the spark in your followers, _the Inferno congratulated Fever Pitch. _Remember that it starts with the guilt, the uncertainty, the fear. Let it consume your followers, so that the fires may then spread to burn fresh material. _

_"Far more so than you realize," _Fever Pitch replied in a horrible, rasping voice. _"We begin with the fear and uncertainty of our victims. You may recall how I alluded to their being mindless sheep? Well, like all stupid animals, they'll stampede at the slightest provocation. When the fear and the uncertainty seize them, the seeds of the chaos and the Inferno will have been planted."_

The flaming, skeletal abomination giggled at this.

* * *

"That's the thing," Julia finally said after several moments. "Have you ever been confronted by a situation you didn't know how to handle, and you didn't know what you were supposed to do?"

"You mean like when John Kricfalusi managed to get _Ren and Stimpy: Adult Party Cartoon_ to air?" Kenny tried to joke. "God, that was even more unfunny and painful to watch than the original _Ren and Stimpy._"

Julia couldn't help but laugh at the stupid grin on Kenny's face.

"Yeah, I think we've all been down that road," Kenny continued. "Let me guess-you wanted to help, but you were worried that whatever you did would just make things worse, right?"

Julia blinked in surprise.

"How did you-" she began.

"Come on, you spent five minutes grilling the cashier over getting fair trade coffee before we sat down," Kenny rolled his eyes. "That's just the kind of person you are."

"So what am I supposed to do?" Julia shrugged sadly.

"Start by telling your old Uncle Kenny about it," he said in a mock-elderly voice.

"Let's just say I found out somebody's secret," Julia began, "and I didn't know what to do. I wasn't sure how the person whose secret I found would react if I told them. I figured they'd tell us when the time was right. But when the person found out that I knew, he got really angry."

"Because you knew his secret?" Kenny asked in surprise.

"No, because he'd been wrestling over whether to tell us," Julia shook her head. "He was angry at me for not telling him. I tried to explain that I wasn't sure how he'd react, but-"

"You don't have anything to apologize for," Kenny interrupted her. "I mean, who's to say your telling this guy, whoever he is, that you knew his secret wouldn't just drive him even crazier?"

"So then what should I have done?" Julia asked.

"Exactly what you did do," Kenny reassured her. "If this guy's secret was causing a real problem for him, like I mean it could have killed him or something, then you should have acted. But that's not always a good idea-sometimes people have to work these things out for themselves. Was this guy being molested, or doing meth, or something like that?"

"No," Julia shook her head. "He just had some major changes he needed to work out."

"Then sometimes all you can do is be there for a person," Kenny said gently, reaching out and touching her arm.

Julia smiled in sincere gratitude.

Kenny smiled back, although mentally he was reflecting on Julia's use of the word **us** when Julia discussed who this mysterious person would have told about his or her secret.

* * *

"What comes after the uncertainty and the guilt?" another one of Fever Pitch's followers asked their idol.

_Let the rage consume them, _the Inferno silently goaded Fever Pitch. _Provoke them into anger, and the flames will burn ever brighter. My fires will spread to new victims, new territories, gaining in strength and power along the way. _

_"That is the beauty of the destruction we are preparing," _Fever Pitch purred, leaning back in his throne as his followers basked in the hellish glow of his flames. _"We bring forth the chaos with a clear and decisive plan." _

"What do you mean?" yet another follower asked.

_"When the cattle stampede, as they inevitably will, think of what will happen if the chaos is not properly spread. Calm will return, our victims will learn nothing, and the Inferno will be smothered before it can truly begin," _Fever Pitch said darkly, noting with pleasure how enraged his cultists became at the idea that the Inferno would not happen. They muttered angrily among themselves, determined not to let such a thing happen.

_"Hence why we shall begin by attacking the places the cattle most cherish-the hospitals, the schools, the churches. We'll destroy the symbols of their bullshit, the places where they brainwash the next generation of mindless zombies and heal people who should be dead. Fear will give way to rage! The Inferno will begin to ignite within them, and they'll go from scared cattle to angry killers in the fight to survive. They'll see what their silly notions of compassion and justice will get them…"_

Fever Pitch chuckled at this.

* * *

Answering the knock on his door, Rick Sheridan nodded at his old friend Red Ericsson and invited him in, somewhat surprised at Red's brusque manner.

"Are you alright, man?" Rick asked.

"I could ask the same thing about you," Red frowned, folding his arms at Rick as he leaned back in his chair. "What's going on between you, Alyssa and Julia?"

Now it was Rick's turn to lean back in his chair.

"Did they say anything?" he asked.

"No, but Kenny did," Red replied without missing a beat. "He told me about this conversation he had with Julia."

"…Oh," Rick said. "What, she told you about how pissed off I am at her?"

"Not in so many words," Red shot back, an angry look crossing his face. "But even Kenny could tell who she was talking about, with the big secret."

Rick paled.

"You mean she told-" he choked, anger and horror in his voice.

"The hell she would!" Red shouted, catching Rick off guard. "You know Julia better than that…or you should, if you deserve to call yourself her friend."

Rick just slumped back in his chair, floored by Red's tone.

"How can you…I mean…" he stammered.

"Dude, you tore a strip off her just for trying to help you," Red snapped at him.

"Help me?" Rick shouted back, enraged at the reminder of Julia knowing about Sleepwalker's presence in his mind. "She never did a damn thing!"

"You ever been confused? Unsure of how to handle a situation? You have no idea how your loved ones will react?" Red demanded. "I'd have thought you, of all people, would know that. The only damn reason Julia didn't speak up was because she was afraid of how you'd take the news! Not so nice when the shoe's on the other foot, huh?"

Rick opened his mouth to protest, but nothing came out. Try as he might, he simply couldn't reply to Red's arguments.

"I…I just don't know…I mean, everything that's…" Rick mumbled.

"Look, I don't give a rat's ass what your big secret is, okay?" Red rolled his eyes. "You could be queer, you could be a superhero, you could be a Justin Bieber fan. You can tell me if you feel like it, but otherwise it doesn't matter. What matters right now is that you should realize that you're not the only one with problems, Rick. After everything we've done for you, especially Julia, she deserves better than the shit you've been giving her for the last week and a half."

Rick sat in silence, ashamed of himself.

"I just…ever since Alyssa found out, she's…"

"You've just got to have a little faith," Red replied, more gently this time. "Aly's strong-whatever's come between you, she'll get over it. What's bothering her, anyway?"

"I don't really know how to explain it," Rick murmured sadly. "Scared? Confused? Angry?"

"All because she found out about whatever is going on with you?" Red asked.

Rick only nodded.

"Like I said, Aly's a fighter," Red continued. "But…actually, yeah. Now I see why you got so upset to begin with."

"Huh?" Rick asked.

"You two are really tight," Red grinned. "Cyrus and Kenny and I were always razzing you behind your back about how you and Alyssa are always making kissy-faces at each other. I bet that's what drove you nuts to begin with."

"Yeah, I guess," Rick realized. "So, how does-"

"Alyssa's been there for you," Red reminded him, "and you need to be there for her. If she's going to pull through this, she'll need your help."

Rick only nodded, a look of determination on his face.

* * *

"So you have a plan?" another cultist asked Fever Pitch.

_The fires burn ever brighter, _the Inferno exulted within Fever Pitch's mind. _Spread the horror and death, spread it far and wide, reveal to them the truth…_

_"All the great killers had plans," _Fever Pitch laughed. _"It's ironic, I know, that to bring about chaos one needs a plan, but that just shows how fucked up this world has become." _

_"But fear leads to anger, which leads to further destruction and sorrow," _Fever Pitch continued to lecture his followers. _"It's only then that the sheep understand the true horror of what they face, that they see how brightly the fires burn, and they see the true hell that awaits them." _

"What is that true hell?" the cultist asked his master.

_"That the dead, rotting society they cherished is gone, and all that remains is blood, death and horror. The only way they can survive is to themselves become killers, fighting just to survive for another moment. It is then that the Inferno will have begun, causing a path of destruction and terror that none will survive." _

Fever Pitch burst out laughing hysterically, kicking his feet in the air with glee as he anticipated the Inferno's birth.

As she sat down to prepare her summer job applications, Alyssa Conover found her thoughts drifting back to the Sleepwalker yet again. Try as she might, she simply couldn't stop thinking about the bizarre alien, and everything that he had accomplished since appearing on Earth. Everything had been going fine between her and Rick before she'd found out about the secret Rick had been keeping from her.

_Was that it? _she wondered, leaning back in her chair. _Was I just angry at him for not telling me? _

Of course, that probably wasn't fair, considering how much he'd apparently been stressing over how she and his other friends would react if he'd actually told them. Alyssa could still remember how isolated and angry Rick had been, pushing his friends away and nearly shutting himself off from the world. His being able to recover from that, not to mention the death of his parents, had been a miracle…

…_and I probably played a pretty big role in that, _Alyssa realized as she sat up. She'd been immensely relieved to see him start smiling again after Bill and Florence Sheridan's deaths.

_I never realized just how much he needed me and the others, _she finally realized. _And he still needs me now…_

Too bad there was still the issue of the Sleepwalker. A part of Alyssa still loathed the thing for what he had done to Rick. She could still imagine it looking through Rick's eyes, hearing through his ears, and even reading his thoughts.

_How could he cope with something like that in his head? _she wondered. _Then again, for a long time he didn't…_

She shivered as she recalled the horrors she'd seen the Sleepwalker fighting, up to and including that nightmarish abomination that called itself Psyko. While Alyssa had been fortunate enough not to be affected by the thing's madness beams, the bookstore she'd been in had caught fire. It was entirely likely that Alyssa and the other customers would have been killed if the superheroine called Spider-Woman hadn't smothered the flames with her webbing and rescued them.

It was only after Sleepwalker had stopped Psyko that everything had returned to normal, a realization that Alyssa hadn't hit on before now. Her mind flashed back to the haunted look in Julia's eyes after she'd been attacked by Lightmaster. Julia would probably be dead if it wasn't for Sleepwalker's intervention…

_So he saved the life of one of my best friends, _Alyssa realized, _but he nearly ruined the life of another._

Alyssa still felt the same confusion, guilt and anger, but she understood it all a lot better now.

* * *

"Why are we going back to New York?" one of Fever Pitch's cultists asked the other as they drove down the country road.

"Because Fever Pitch says that's where we're going to find the Inferno's birth," the second cultist replied. "Our violence and our riots will be the sparks that light the fire, before the Inferno truly begins."

"Is Fever Pitch coming with us?" the first cultist asked, before the second cultist shook his head.

"Part of the way," the second cultist said, "but after that he's headed for Long Island."

"What's he going to find up there?" the first cultist wondered.

"You know all about the Oak Ridge nuclear power facility, right?"

"The one with all the safety violations that Utrecht Industries managed to keep open by bribing the inspectors?" the first cultist asked.

The second cultist only grinned wickedly.

"It's just like Fever Pitch said-first the sheep fall victim to fear, and they end up expecting the worst. Then they fall victim to anger, which blinds them to the truth of what's really going on. When the final, awful truth hits them, it's going to be too late."

Visions of the Inferno danced in their heads as they headed for New York, with Fever Pitch cutting through the night sky above them, cackling all the while.

(_**Next Issue:**_ The riots begin in New York City, even as Sleepwalker tries desperately to prevent Fever Pitch from bringing about a nightmarish inferno in a desperate showdown! All this and more in _Sleepwalker #44: Helter Skelter_!_)_


	48. Helter Skelter!

Some men aren't looking for anything logical. They can't be bought, bullied, reasoned or negotiated with. Some men just want to watch the world burn.

-**Alfred Pennyworth, **_**The Dark Knight. **_

* * *

They struck at random points, throwing Molotov cocktails into shop windows, going on shooting sprees, and planting bombs at different points across New York City. Despite their small numbers, barely a hundred all told, they inflicted far more damage than would be expected. Reports came in to the police from across the city about the random violence and murder, which seemed to feed on itself as other criminals exploited the chaos, and the destruction caught fire while taking on a life of its own.

In a city that had seen the effects of alien invasions, supervillain riots, and attempts to destroy landmarks such as City Hall, the Empire State Building, and the Statue of Liberty, the people were always ready for the first sign of trouble. Some of them were eager to exploit it, particularly the legions of petty thugs and hoods who had infested New York for decades, and who remained despite the best efforts of the police and the superheroes to get rid of them.

With the attention of the heroes both superpowered and mundane spread thinly, the human slime saw the opportunity provided by the hundred rioters. Their actions continued to spread the destruction, and the chaos begun by the followers of the nightmarish Fever Pitch spread like a cancer, growing out of control despite the best efforts of the heroes to fight it.

The Inferno's first sparks had begun.

* * *

SLEEPWALKER #44

"HELTER SKELTER!"

* * *

Any thoughts Rick Sheridan might have had of trying to patch things up with Julia Winhill or Alyssa Conover were immediately dropped when he saw the horror on the news. Feeling a sudden wave of drowsiness, he recognized the signal. Nodding in determination, Rick took some sleeping pills before lying down on his bed and letting Sleepwalker knock him out so the alien could emerge.

It didn't take Sleepwalker long to find trouble. Less than two blocks away from Rick's apartment, the alien found two of Fever Pitch's original cultists screaming with glee as they fired their semi-automatic rifles around at random. Already several people, including the two police officers who had tried to stop them, were lying on the ground, bleeding and probably already dead.

_"You are indeed courageous, attacking victims who cannot defend themselves!" _Sleepwalker shouted, enraged and sickened by the cultists' actions. _"Perhaps you would care to make an effort against someone who is capable of opposing you?" _

Before the cultists could react, Sleepwalker focused his warp vision on the pavement the cultists were standing on, twisting it up so it wrapped around the two murderers and pinning them together, back to back. They tried to raise their guns, but their arms were firmly bound at their sides. Coming down to earth, the alien confiscated their weapons, before turning to address the cultists.

_"Why are you committing these offenses?" _Sleepwalker demanded.

"Because the world's gonna burn!" one of the cultists, a woman with greasy blond hair, laughed hysterically.

"Fever Pitch gonna get Inferno on your ass!" the other cultist, a man with several ugly-looking tattoos, added before spitting in Sleepwalker's face.

_"Your murderous inclinations belie the true extent of your wretched character," _an unimpressed Sleepwalker shot back. _"You are but worthless pawns of an even more worthless individual in the maniacal Fever Pitch." _

"You shut your goddamn mouth!" the man shouted back. "Fever Pitch is a visionary. A VISIONARY!"

_"Indeed," _Sleepwalker said wryly, raising an eyebrow. _"Would you possess the capacity to enlighten me as to the Fever Pitch's current whereabouts, and the precise nature of his current undertakings?" _

"When he blows the Oak Ridge power plant sky-high, it's all gonna burn!" the man laughed, his eyes flashing brightly, even as the woman laughed hysterically.

_"I thank you for your kindly assistance," _Sleepwalker said sardonically, as he turned to leave.

"No problem," the cultist replied. "Fever Pitch told us to tell you if any of us ran into you!"

That notion gave Sleepwalker pause, as he turned back.

Was Fever Pitch expecting Sleepwalker to come, setting a trap for him?

But if that was the case, why did Fever Pitch tell his followers to tell Sleepwalker, if they ran into him? Sleepwalker would have been able to see that it was a trap.

It was dangerous, but right now the alien didn't have any other leads, and didn't dare risk leaving Fever Pitch to run amuck at the Oak Ridge facility, if in fact that was where he was headed.

Nodding in determination, Sleepwalker took to the air. As he passed over the city on his way to Long Island, he saw the grim results of Fever Pitch's handiwork in the looting and riots caused by the murderer's crazed followers. Sleepwalker joined in the fight as much as he could, quickly capturing many of the criminals with his warp vision.

Frustrated by the delay, the alien could only hope he would be able to reach Oak Ridge in time.

* * *

Ever since the Chernobyl nuclear disaster in the 1980s, most players in the nuclear industry had taken steps to minimize the possibility of a disaster, and governments were typically diligent in monitoring new reactors for potential safety and environmental infractions.

Unfortunately, there were always exceptions to the rule. Such was the case with the Oak Ridge Nuclear Power Plant, built and designed on the cheap by Utrecht Industries and kept open with generous bribes to the local government inspectors. The shielding and containment structure around the reactor core were dangerously inadequate, and if sufficient heat were applied it would be tragically easy for the core to go critical. To make matters worse, the reactor's radioactive components had much higher fissility than the fuel used in most power plants, which greatly increased the possibilities of an explosion if a meltdown occurred.

It had been so easy for Fever Pitch, incinerating the security guards as they tried to stop him and the power plant workers as they tried to flee. The monster laughed as he found himself surrounded by the charred skeletons of his victims, turned by his murderous flames into ghoulish mirror images of their killer. Looking at the TV one of the guards had been watching, Fever Pitch cackled as he saw the results of his handiwork. Every channel showed a different group of the victims he'd killed on his way to the power plant, when they weren't showing the widespread panic his minions had caused. The police were desperately on their way to stop him, but they'd never arrive in time.

The core of the reactor lay unguarded before Fever Pitch, and nothing remained to stop him from turning Long Island into Three Mile Island.

_Wait! _Fever Pitch heard the Inferno order him.

_"Wait, what?"_ Fever Pitch demanded, mildly confused. _"Why do I have to wait?"_

_You told your minions to tell the Sleepwalker where you were, _the Inferno reminded him. _Will you waste this opportunity to destroy your hated nemesis? _

_"Why did you tell me to have my followers tell Sleepwalker where I was headed?"_ Fever Pitch shook his head in bemusement. _"I can destroy the reactor, start a meltdown, and leave now!"_

_And what of the fear? _the Inferno demanded. _The Sleepwalker thwarted the monstrosity called Psyko not once, but twice! You have seen his power, and the many enemies he has defeated. Do you not realize the glory, the fear, the misery you will cause when your victims see that you have destroyed one of their greatest champions? _

Fever Pitch burst out laughing.

All around him, he saw fire and death.

It only made the situation all the more glorious.

* * *

Sleepwalker was sickened by the horrors he saw as he landed in the grounds of the Oak Ridge Nuclear Power Plant. Bubbled stone, half-melted steel and burned corpses greeted him everywhere, a sickening tableau of destruction and horror. In the distance, he saw the Fever Pitch laughing, even as his flames grew brighter and hotter. Turning around, the skeletal maniac saw Sleepwalker and immediately focused his flames into an intense wave of fire that began melting through the main part of the complex, bubbling stone and melting steel as if it were nothing.

A horrified Sleepwalker charged in towards Fever Pitch, but lost precious seconds as he was forced to dodge the exploding fireballs Fever Pitch tossed at him while burning his way ever closer to the reactor core. Focusing his warp vision on the ground, Sleepwalker sent a wave of concrete flying at Fever Pitch, but the monster simply took to the air and flew over the wave. Fever Pitch surrounded himself in flames and charged at Sleepwalker, leave a comet-like trail in his wake, but the alien quickly dodged the attack.

Sleepwalker tried to gather up some of the debris from the ground with his warp vision to hurl at Fever Pitch, but the skeletal monstrosity caught him dead on with a fireball that exploded in his face. Reeling from the blow, Sleepwalker screamed in pain as Fever Pitch caught him with two more fireballs. As Sleepwalker struggled to regain his bearings, Fever Pitch struck him with a flaming tackle, brutally driving the alien into the ground. As they grappled in the half-melted stone and slag, Fever Pitch radiated his fires again, covering Sleepwalker in flames.

Struggling against the agony, Sleepwalker lashed out with his fist, catching Fever Pitch in the face and sending him flying. Filled with rage, Sleepwalker sent another wave of debris at Fever Pitch with his warp vision, pummeling the maniac before Sleepwalker reshaped the broken pieces of stone and steel into bindings that bound Fever Pitch to the ground. The alien charged in with a hammer he'd shaped with his warp beams out of some of the debris, but it was too late, as Fever Pitch easily burned his way through the debris and took to the air again. As Sleepwalker flew after him, Fever Pitch gleefully released another stream of fire down towards the reactor, laughing maniacally as he plummeted down after it, narrowing the distance his fire had to cover.

Sleepwalker's heart sank as he heard a truly deadly rumbling sound, realizing that Fever Pitch had already radiated enough heat for the reactor to go critical, and now he was only increasing the temperature. The alien had no idea how long he had before the reactor exploded, and even if he tried to cool it down Fever Pitch's interference would never let him succeed.

But could he possibly subdue Fever Pitch before the meltdown occurred?

The alien knew he was out of options. A part of him was sickened at the thought of what he was about to do, but a larger part knew that if he didn't act-and **now**-the results would be disastrous.

The very earth around Fever Pitch suddenly came to life, as not only the debris but the soil around it was agitated by Sleepwalker's warp beams. Suddenly engulfed in a flood of debris, Fever Pitch tried to burn his way free, but Sleepwalker shaped the rubble into large, vicious hammers and battering rams that pummeled Fever Pitch from every angle. As the monster staggered, Sleepwalker focused his warp vision into a narrow field and slammed Fever Pitch dead on with a massive wall of stone and fused metal, before warping it around to encase and crush the flaming psychopath. Fever Pitch's screams became increasingly muffled, as Sleepwalker warped yet another heavy battering ram and used it to pound and beat the sphere in which he'd trapped Fever Pitch, before finally sending it flying to crash some distance away.

To the alien's dismay, he saw that the core was now exposed, and already starting to glow furiously. Thinking frantically, he took to the air and looked around, finding what he was looking for in the plumbing of some of the plant's decontamination area, where individuals or even large groups could be decontaminated if necessary. Tearing into the ground beneath the decontamination facility with his warp beams, Sleepwalker ripped up the large pipes that provided the power plant with water, sending it gushing into the air.

Concentrating intently, Sleepwalker used his warp vision to redirect the water down to the ground in a concentrated flow, mixing it with the ground and creating a large pool of mud. Finally, Sleepwalker directed the large piled of mud onto the exposed core, drastically lowering the mud's temperature with his warp vision as he did so. Sleepwalker had initially considered dropping the ice and water directly on the core itself, but he had recalled what he'd seen in the memories of one of Rick's science classes, about how doing that could create a potentially disastrous steam explosion.

It was brutal, exhausting work, drawing the water from the power plant's plumbing, mixing it with the soil and turning it to mud, before freezing it and dumping it onto the core to cool it down. Sleepwalker's head pounded with the effort, as he felt a sickening wave of dizziness, but he merely gritted his teeth and forced himself to keep going.

To Sleepwalker's immense relief, the core did not explode, and the emergency crews arrived a few minutes later to take charge of the situation after Sleepwalker cleared away the frozen mud he had use to cool the core.

"_May I inquire as to the reason your arrival was so profoundly delayed?" _Sleepwalker asked one of the technicians as they worked to neutralize the core and began gathering up the bodies.

"That skeletal freak started a bunch of fires on all the roads leading here," the technician sighed. "We had everything we could handle keeping them from spreading before we could arrive."

Scowling angrily, Sleepwalker turned away to join the police in searching for Fever Pitch. He realized he may have killed the monster in burying it the way he did, which would have ordinarily been a major violation of his race's oaths, but Sleepwalker didn't feel at all guilty about it.

_Had I not subdued Fever Pitch, _he reminded himself, _the results would have been catastrophic. _

As it turned out, Sleepwalker had nothing to worry about. Chills ran down the alien's spine as he saw that the side of the prison had been blown open, and that Fever Pitch had already escaped.

Sleepwalker searched for hours, flying back and forth in a fruitless search for Fever Pitch until Rick woke up and pulled the alien back into his mind. Much to Sleepwalker's frustration, Fever Pitch had simply disappeared, leaving no death or damage in his wake.

And yet all the horror, the blood and violence caused by Fever Pitch and his minions, the result of the first outbreak of the Inferno, remained an ugly scar from New York to Long Island.

* * *

New York City seemed in low spirits over the next few days, as the damage done by Fever Pitch's cult was repaired. Unfortunately, the city's morale was slower to recover, as the grim news of the results of the attack continued to spread. Several people had been killed as a result of firebombings and shooting sprees, widespread looting had resulted as everyone from petty thieves to supervillains had taken advantage of the chaos, and New Yorkers were all expecting the next disaster of the month. After the supervillain riots led by the nightmarish Psyko, the attempted destruction of the United Nations headquarters by the Acolytes of Magneto, the Red Skull's efforts to hijack a number of SHIELD satellites to destroy not only New York but several other major cities, the Sinister Six's poisoning of New York's water supply and the Green Goblin's attempts to blow up New York City Hall, Fever Pitch's riots were only the latest in a long string of attacks on the city.

"If it's not one thing, it's another," Ben Urich muttered to Rick as they worked diligently in the city room of the _Daily Bugle _one afternoon, less than a week after the riots. "New York attracts trouble like a magnet. Even without some megalomaniac trying to destroy us every few months, we've still got one of the highest crime rates in the country, not to mention the most supervillains per capita. If it wasn't for the police and the superheroes, New York would have gone to hell a long time ago."

Ben slumped in his chair, briefly holding his head in his hands.

Finally, Rick put down the notes he was working on.

"…Are you alright?" he asked Ben, who didn't reply at first.

"I remember my first assignment as a cub reporter," Ben said absently, seeming to stare into space. "I was covering a home invasion and murder. Family of four. Oldest son joined the wrong gang. House was invaded. Son stabbed sixteen times with a butcher knife. Rest of the family all shot, execution-style, in the back of the head. Five-year old girl with a bullet in her brain. Sign of things to come."

"Oh my God…" Rick trailed off.

"Thirty years," Urich muttered, rubbing at his temples. "I've been covering this cesspool of a city for thirty goddamn years. The police try to change things. The government tries to change things. The public tries to change things. The superheroes try to change things. They never succeed."

"So…" Rick began.

"When people think of hell on earth, they think of places like Somalia, Zimbabwe, Iraq, Afghanistan or Burma. What they don't realize is just how often the shit that happens over there can just as easily happen in their own backyard," Ben shook his head. "I've seen it happening for the last thirty years."

"So, how come-" Rick tried to interrupt.

"Because I couldn't forgive myself if I didn't," Ben replied more calmly, turning back to face Rick. "Because I can still find decent people in this city, who love it enough to fight for it. Cops, superheroes, politicians, ordinary citizens, anyone and everyone."

Ben Urich tried to keep up his voice calm and firm, but Rick could still detect a tremor in his voice. He recalled how Ben's nephew Phil had been brutally murdered by a hired assassin called the Constrictor, easily defeating the young superheroine Spider-Woman despite her best efforts to stop him.

Rick was about to say something else, but Ben got up and walked away. Nodding in determination, Rick set back to work with a renewed vigor.

* * *

Taking a break from rehearsing her routines, Alyssa had sat down to drink some water when she heard the knock at her apartment door. Getting up to answer it, she was surprised to see Rick. They hadn't been able to see each other for the last several days, owing to the preparations Alyssa had needed to make for the recital being put on by the dance studio employing her as a teacher for the summer.

"How's it going?" Rick asked her after she invited him in.

"Exhausting," Alyssa sighed in response. "My blisters are starting to get blisters."

"You want a foot rub?" Rick offered.

"More than life itself," Alyssa nodded gratefully, as she took off her pointe shoes. "How are things with you?"

"Really good," Rick smiled. "How about you?"

"I'm alright, I-oh God, that feels good," she said as Rick gently massaged her aching feet. "I'm just really tired, is all."

"Hey, the recital's going to go great," Rick assured Alyssa. "It'll be nice to relax after everything that's happened. People will be happy to see things getting back to normal."

"Yeah, I guess…" Alyssa hesitated.

"What's wrong?" Rick asked her.

"You know," she frowned, still hesitant and unsure.

"Aly…" Rick began. "I know how you feel. I really appreciate it."

"You…what?" she asked, caught off guard.

"Remember how you wanted to call Sleepwalker out for everything that happened?" Rick started gently. "You were probably really angry and confused, right?"

"Yeah…" Alyssa said slowly.

"Well, that's how I felt when I first found out about it," Rick replied. "Scared, confused, not sure how to react. You probably kept reminding yourself of all the good Sleepwalker's done, right? Like the way he helped Julia?"

Alyssa blinked at him, a look of slight alarm on her face.

"How do you know?" she asked in surprise.

"Because it's the very same thing I went through," Rick said, taking her hand in his. "I was scared, I was confused, I wanted the Sleepwalker and everything to do with him to go away. But at the same time, I knew that would have been a bad thing-he saved Julia's life, he defeated Psyko, he did so much good, even preventing Fever Pitch from causing that nuclear meltdown. Once I got over the shock, I was just so confused I didn't know how to react."

Alyssa sat there for some minutes.

"So what did you do then?" she asked him.

"I was able to figure it out," he said gently, "because you were there for me. You, Cyrus, Kenny, everyone."

Alyssa still seemed uncertain.

"Look, what I'm trying to say is that what you're going through is normal. It'll get better. Like I said, I was able to get through it because you were there for me. And you'll be able to get through this because I'll be there for you," Rick smiled gently at her.

"Hey, you needed us-" Alyssa started to reply, before Rick silenced her by putting his finger on her lips.

"And right now you need me," he reminded her. "Things only happened this way because of how worried you were about me. That just shows how much you care. But now I'm worried about you-you don't need to keep fretting over this. I've made my peace with the Sleepwalker. And besides, we're still trying to find a way for him to return home-Sleepwalker's even got Reed Richards working on it!" he grinned.

Alyssa sat in silence for several minutes, before she finally sighed and smiled.

"I thought being the loving pillar of support was _my _job," she joked.

"Hey, who says we can't switch roles every now and again?" Rick grinned back.

They laughed before hugging.

* * *

"The heretic Sleepwalker stopped you from destroying the Oak Ridge reactor?" one of Fever Pitch's cultists asked his master as they gathered back at the country house that was their hideout. Almost two dozen of Fever Pitch's followers had escaped the authorities, and managed to give them the slip as they returned to the mansion.

_"Quite so,"_ Fever Pitch replied. _"But we didn't fail, oh hell no. You want to know why?"_

His followers listened attentively, leaning on his every word.

_"Look at everything that happened in New York. All those people dead, all the damage we did, all the chaos we inspired in people. More than ever, New Yorkers live in fear, knowing that it's only a matter of time before they're attacked again. They're scared fucking sheep, cattle who know the Inferno's coming for them. And as word spreads of what happened, people will realize that it could happen to them, as well. They'll be afraid, they'll be more ready to fuck each other over just to stay alive, all the violence and horror feeds on itself," _Fever Pitch rhapsodized.

_"Just look at what's going to happen with Oak Ridge," _he continued. _"So I wasn't able to cause a meltdown. So what? Just look at the scandal that's going to erupt from this. Do you realize how much shit is going to hit the fan when word leaks out about how unsafe the plant was to begin with, and how Utrecht Industries kept bribing the bureaucrats to keep it open! There's going to be so much anger and fallout, it'll be a miracle if no one gets lynched over this! And people will realize just how easily they could have been killed by the meltdown. All that fear and anger…ha…ha ha ha…"_

Fever Pitch burst out laughing once again, realizing just how far the Inferno had begun to spread. The sparks had been lit, the fires were ignited. Everything fed on itself, spiraling out of control.

Within Fever Pitch's mind, the Inferno laughed with him.

(_**Next Issue:**_ As Rick and Alyssa begin to get their relationship back on track, they begin debating whether they should reveal Rick's secret to their family and friends. Sleepwalker, on the other hand, has more pressing problems as the Bookworm uses demonic magic to ressurect the murderous undead Dreadknight in an attempt to murder his most hated enemy! All this and more in _Sleepwalker #45: Knight of the Living Dread_!_)_


	49. Knight of the Living Dread

"You've got to be kidding me," Cyrus O' Donnell said to Red Ericsson as they sat watching a British soccer game on TV the next afternoon. "People have actually had _riots_ over this game?"

"Worse than that," Red rolled his eyes. "El Salvador and Honduras even fought a war over it."

"El Salva-what?" Cyrus repeated in confusion.

"El Salvador and Honduras," Red replied. "They're a couple of countries in Central America-they actually fought a war over some soccer game in…'69, I think it was."

"That's got to be the stupidest thing I've ever heard," Cyrus muttered in disgust. "Riots, murders, political uproar, and wars over what's probably the most boring game on the planet?"

"That about sums it up, yeah," Red nodded.

"So why are we watching this again?" Cyrus scowled.

"Sometimes I like to remind myself of why we seceded from the British in the first place," Red laughed. "So what's the status of your application for the summer internship at Stark Enterprises?"

"I didn't make it," Cyrus said glumly. "Some guy from Metropolitan University got the position."

"Bummer," Red shrugged. "So, what are you going to do for the rest of the summer?"

"See if I can get a repair job somewhere," Cyrus replied. "Rick said that Peter Parker's uncle is an electrician-maybe he can hook me up with something. How about you? Still working in the warehouse?"

"Yeah," Red nodded, "although I should be able to get next week off. Kenny's still got that trip scheduled, right?"

"It's amazing what his parents let him get away with," Cyrus chuckled. "First he cons them into letting him borrow their big, expensive recreational vehicle, and then he talks them into letting him use that big mountain chalet they spent so much money on."

"And you're seriously complaining about that?" Red grinned.

"Hardly," Cyrus laughed. "What kind of a friend would I be if I didn't accept his invitation?"

They both laughed at this.

"Everybody else is coming too, right?" he asked. "Rick and the girls?"

"Rick said he and Alyssa were coming, but he didn't know about Julia," Cyrus replied. "He said he was going to stop by Julia's place today and ask her."

Red immediately sat up in his chair at this information.

"He's going to talk to Julia?"

"Yeah, he seemed kind of distracted," Cyrus shrugged. "He seemed almost…I don't know…embarrassed?"

"Really," Red nodded. "How was he embarrassed?"

"Damned if I know," Cyrus shrugged. "He kind of flinched when he mentioned Julia, though."

"Huh," Red noted, seeming almost pleased by what Cyrus was saying.

Cyrus was about to ask him about it, but then Red changed the channel to a football game, much to Cyrus's relief.

Cracking open another beer, the young man pushed his glasses back up on his nose and leaned back contentedly.

* * *

SLEEPWALKER #45

"KNIGHT OF THE LIVING DREAD"

* * *

The knock at her door caught Julia Winhill by surprise, but she was even more shocked to encounter Rick Sheridan and Alyssa Conover standing there when she answered it. They both looked hesitant and unsure, with Rick seeming particularly shamefaced.

"Hey," Julia greeted them both, inviting them in. "What's going on?"

"First things first," Rick replied, looking down in shame. "I owe you an apology after the way I treated you."

"You…what?" Julia asked, slightly confused.

"I mean about the way I blew up at you for not telling me about how you knew about Sleepwalker being trapped in my mind," Rick explained. "I was completely out of line, and Red called me out on it. I was just confused and upset, because…"

"That was about the time that I found out about the Sleepwalker," Alyssa stepped in. "I wasn't sure how to handle it. Things got kind of strained between us."

"And I took it out on you," Rick continued.

"But you were really upset," Julia noted.

"Yeah, but that's no excuse to lash out at you," Rick insisted. "I was a total asshole. Again, I'm really sorry."

"Hey, it's okay," Julia assured him. "Was that all you came here for?" she asked.

"No," Rick shook his head. "Actually, we were hoping to get some advice. Alyssa suggested that we should tell the guys about the Sleepwalker, or Bobby and Leah, at least."

"Good question," Julia frowned. "What else were you planning to tell them?" she asked, as she poured them some tea and they all sat down.

"About everything that happened to Mom and Dad because of Psyko?" Rick shrugged sadly. "No. I…I just can't. I can't go through that again."

"What do you mean?" Alyssa asked curiously.

"I mean they'll probably blame Sleepwalker for it," Rick explained, "and that's just about the last thing we need. They don't need to have this dragged up again, and the last thing Sleepwalker needs is any more grief over that. I mean, his guilt literally drove him crazy after that last time he tangled with Psyko."

"So…" Alyssa began.

"I know, I really should tell them…" Rick said, "but I just can't go through all that again. Bobby took it especially hard-we don't need to be dragging this up again."

"But that's just the same problem you had with us," Julia protested. "You didn't tell us, and then everything hit the fan when we found out."

"I know," Rick groaned, leaning back in his chair. "See why we're looking for advice?"

Julia only nodded, thinking hard on that one.

"So what about Cyrus, Red and Kenny?" Alyssa asked. "Were you thinking of telling them?"

"Yeah, but how could I tell them and not tell Bobby or Leah?" Rick wondered. "It just doesn't seem right."

"I can see why you don't want to tell Bobby or Leah," Julia spoke up, "especially with everything that's happened. But the guys would probably take it a lot more easily..."

"Yeah, but what if they freak out?" Rick wondered, rubbing his temples in agitation as the unpleasant memories of Alyssa's finding out his secret and his original plans to tell his parents welled up within him.

"How do you know they will?" Julia asked. "I mean, we're your friends, right? Alyssa and I got used to it…"

"Yeah, a lot of the reason I was freaked out was just because of how suddenly I found out," Alyssa added. "I mean, you're not alone in this-if the guys won't understand, we'll _make _them understand," she said determinedly.

Another memory flashed through Rick's mind, this time of the First Nations elder Silent Fox, who had befriended Sleepwalker and given the alien similar advice.

_"Let me guess," Silent Fox said slowly. "You've fought a fair number of the costumed villains that this city seems to attract like flies, haven't you?"_

_Sleepwalker nodded._

_"You knew what to do then, in battling them, did you not?" the elder continued._

_" _Most certainly_," __Sleepwalker answered. __"_But now I do not know what to do, I am-_"_

_"-confused, ashamed, unsure of what to feel or what to do," Silent Fox finished gently. "You're not the only one to feel this way, my friend-your human host, the one you are bonded to, feels this way too, I am certain. It comes from fear, from uncertainty-enemies that do not wear costumes and that inflict far greater harm and grief than any costumed villain ever will."_

"But what I am I to do? What is my host to do? When his friends or family react the way they almost certainly will,what will happen? Such knowledge is not easily dismissed or forgotten-how will they be able to ever look at him the same way again?" _Sleepwalker persisted._

_He shuddered as an image of Julia looking into Rick's eyes passed through his mind._

_"But did you not ask yourself these things when you first became bonded to your host? How could you and he live, knowing what has happened? How were you able to carry on?" Silent Fox asked him in reply._

"We simply did,"_Sleepwalker answered. _"There was nothing else he or I could do. I cannot simply remain in his mind-my duty is my life, and I could do nothing else but continue my battles in the human world, much as I did in the Mindscape,"

_"And let me ask you this," the old man continued, his eyes twinkling. "How do you or your host __**know **__how his friends and family will react when they know of your bond, or do you simply assume the worst based on your fears?"_

"…You're right," he finally realized, "but…please…none of the stuff about Mom and Dad, any of the other stuff Sleepwalker has done, or anything like that. Like I said, I don't want to have to go through it again."

Alyssa and Julia only nodded in agreement.

* * *

The Domino Hall was just like any one of a hundred other bars in New York, where patrons could spend their nights drinking, socializing or gambling. It was also well-known for providing some of the best games of pool in the whole city, with almost a dozen tables at the back of the main room. It was popular for local tournaments and private games, and enjoyed a great reputation among the amateur players.

To the red-headed man that stepped into the Domino that night, it was almost like coming home again. Stepping up to the bar and ordering a beer-nothing too fancy, as he didn't want to seem conspicuous-he sat for a few minutes before strolling to the back of the bar and paying to shoot a rack of balls. He picked a pool cue at random off the wall-that was one of the rules, to never use a personal cue, especially if the others could tell it was personal-before making random shots at the balls.

One game, then two, passed before the red-headed man saw his victim approaching. A taller blonde man smiled invitingly at the redhead, already holding his cue stick.

"You're not too bad," the blonde man grinned at the red-haired man. "You up for a game?"

"A game?" the redheaded man asked in surprise. Already the red-haired man noted that the blonde man was a perfect sucker, as the latter's cue was unadorned and looked pretty shabby. To the red-haired man's practiced eye, though, it was undeniably high-quality. It was a typical hustler's trick, to use a professional cue that looked crappy but was actually high-end.

The red-haired man, of course, could spot a sneaky pete from a mile away.

"Nothing serious, just for a beer or two," the blonde man replied. "You up for it?"

The red-haired man was careful to look slightly skeptical, before shrugging and nodding.

"What the hell, sure," he nodded. "What's your name?"

"Reggie," the blonde man replied, as he set up the rack. "What's yours?"

"Jeffrey," the red-haired man replied. "Care to start?"

Reggie only nodded, before he made his first shot.

As the game progressed, Jeffrey recognized it all. Reggie was sandbagging, trying to disguise his real ability as a player. He made lemonade strokes, intentionally bad shots that gave Jeffrey a strong advantage, to the point where he was selling out, making Jeffrey win easily.

"Hey, you're pretty good," Reggie complimented Jeffrey, who made sure to only play average. Too badly and Reggie might suspect something, too good and Reggie wouldn't go for the third game. All the while, Jeffrey also made sure to appear looser and more relaxed in response to Reggie's friendly patter, which would lead him to propose the second and third games. It was all happening the way Jeffrey expected-Reggie seemed to make complicated shots just by luck, while missing other obvious ones that Jeffrey was able to sink.

The first and second games, both of which Jeffrey won, were just for beer. The third one was the one that was for the big money-the goal of the hustler was to leave his mark, the sucker he was playing against, overconfident and thinking he'd be able to make some quick cash against the hustler. That was when the hustler started playing for real, bleeding his mark dry.

When they began playing for real, both men revealed their true skill. Reggie was good, as he sank two balls. Unfortunately, Jeffrey's shots left Reggie stunned at their skill and accuracy, throwing the blonde hustler off his game as he tried to keep up. Grinning wickedly, Jeffrey closed the trap as he sank one impossible shot after another. One final double the rail shot later, the 8 ball had been sunk and half the people in the bar were watching Jeffrey's mesmerizing performance.

Reggie had been cocky and overconfident when the game began, but he became increasingly pale and unnerved, to the point that he appeared ready to faint by the time Jeffrey sunk the 8 ball with his final bank shot.

"I believe that's about four hundred and fifty bucks you owe me," Jeffrey smiled sweetly.

"How…how…what the fuck did you just…" Reggie stammered.

"Come on," Jeffrey rolled his eyes. "I know all the tricks. You lure a sucker in, get him to play for money, and then you show off your real skill. I find it's more fun to turn the tables on the pool sharks."

Reggie flinched, as several of the other bar patrons began laughing and applauding. He'd heard of another pool hustler, one who specialized in ripping off his fellow sharks by spotting their tricks and then pretending to be an easy mark that they could sucker.

"You…you're Jeff…" he mumbled.

"That's right," Jeffrey grinned. "Jeff Hagrees at your service, better known as 8-Ball."

Several of the rest of the bar patrons gasped. Some of them recognized Jeff as a pool hustler, but many more recognized the costumed supervillain known as 8-Ball. They began muttering among themselves, unsure of what to do. Few of them were inclined to call the police, as most of them could be nailed in their own right.

"What the hell do you want here?" another bar patron asked.

"Mostly to just watch the game in peace," Hagrees rolled his eyes. "Here's hoping the Mets can pick up the pace!"

Many of the other patrons began muttering angrily, as the Domino Hall was well within New York Yankees territory. Behind him, Hagrees could hear the sound of knives being pulled from their sheaths, and at least one gun being cocked. Turning around on the bar stool he had sat down on, Hagrees didn't seem the least bit impressed by the half-dozen bikers and hoods who now pointed their weapons at him.

"Please," he rolled his eyes. "You guys _really _want to do this?"

"You're a fucking loser, Hagrees," the thug with the gun muttered, as his buddies began to laugh. "Every time you went out, you got the shit kicked out of you by that Sleepwalker guy."

"Too true," Hagrees noted, leaning back and finishing his beer with a nonchalant attitude. "But bear in mind that Sleepwalker's also fought a hell of a lot of other villains. Does the name Psyko ring a bell?"

That sent the thugs rolling back on their heels, as they all shivered involuntarily. In criminal circles, Psyko had become arguably the most feared supervillain of all, the one whose names other supervillains invoked when they wanted to terrify one another.

"With that in mind," Hagrees grinned, as he reached into his jacket and retrieved a small round object, which he threw at the men as he expertly backflipped onto the bar, "I'd like to think I've done pretty well for myself," he grinned as he sauntered away. The thugs didn't bother replying, writhing on the floor screaming in pain from the exploding shrapnel of the ball bomb Hagrees had thrown at their feet.

Two more patrons came charging at Hagrees, who simply leapt off the bar and kicked one of the men in the face as he came town, knocking the other one out with a one-two punch to the face. He dropped another ball bomb, this one exploding in a bright flash of light that threw off the aim of the men who were cocking their guns. Stumbling around blinded, none of the bar patrons noticed Hagrees strategically planting ball bombs all around the bar.

Whistling merrily, Hagrees strolled out the front door before pressing a remote control in his pocket, which caused the ball bombs to detonate, consuming the Domino Hall in a bright explosion that lit up the night.

He'd managed to lift several wallets as he was planting his ball bombs, not to mention he'd cleaned out the till of the bar, coming out ahead more than $2,000 ahead.

Two thousand bucks, fourteen people dead, and a destroyed bar.

Not bad for one night's work.

* * *

In the 13th century AD, the nation of Latveria was plagued with bandits, foreign raiders, and murderers. Although over the centuries it was repeatedly conquered and ravaged by everyone from the Russians to the Ottoman Turks to the Poles to the Swedes to the Finns to the Lithuanians to the Germans to the Hungarians to the Symkarians, Latveria had enjoyed a few years of independence at brief points in its nearly fifteen-hundred year history. Unfortunately, during those times the hard-luck nation was typically invaded by outlaws and malcontents from every other country in Eastern Europe, who brought misery, death and suffering in their wake.

To make matters even worse, many Latverians had no problem with robbing and murdering their fellow citizens, further driving the country into ruin. The most legendary of these was the murderous Bram Velsing, a black knight who became known as the Dreadknight for his bloody rampages through Latveria. Coming to prominence as a resistance leader who helped drive the Poles occupying Latveria out of the country, Velsing had initially been seen as a potential king who could unify and defend the realm. Unfortunately, Velsing soon showed that all that interested him was murder, blood and chaos.

For nearly twenty years, the Dreadknight raped, brutalized and slaughtered his countrymen, until he was finally slain by a Hungarian expedition who had invaded Latveria in retaliation for the Dreadknight's raids into their territory. The Hungarians proceeded to defile the Dreadknight's corpse by burning the flesh to ash, shattering the bones, and burying what was left of his remains across Europe.

The Dreadknight himself was cast into hell for his crimes, where his soul would languish for almost seven hundred years.

* * *

The ghoulish thing that sat in the corner of its cell in the Ravencroft Asylum for the Criminally Insane used to be called Nelson Gruber, although he had long since abandoned that name. His old appearance was a thing of the past, the scrawny but normal man having been transformed into something that resembled a skeleton covered in a tightly stretched layer of dead white skin. Thin patches of ink-black hair sprouted at random from his head, and his eyes were those of a dead thing, for all that they glowed with a hellish black light. On the rare occasions he moved, his jerky movements were more like those of a marionette than a normal human.

Driven completely mad by the sadistic bullying and abuse he had endured from his fellow students in high school, the being that was once Nelson Gruber but now the Bookworm had thrown himself into the study of demonic magic, seeking vengeance on his tormentors. His studies had given him the ability to bring the written word to life, creating real-world duplicates of anything he read. Becoming the master of his own perverted fantasy kingdom, the Bookworm had sought his revenge, only to have been opposed by the Sleepwalker.

Imprisoned after his defeats, the Bookworm had been broken out by Psyko and participated in the murderous invasion of New York City, only to regain his senses after Psyko had been defeated by Sleepwalker. Escaping capture, the Bookworm had fled into the countryside, but very nearly perished from starvation and exposure until he had been found by the mutant Tarot, who had suffered miseries similar to his own. With what he believed to have been a soulmate, the Bookworm had tried to resume his campaign of revenge, only to be betrayed by Tarot and thwarted by the Spider-Woman. Now, once again, he was imprisoned in Ravencroft Asylum.

Of course, the Bookworm had prepared for such an eventuality. During his time with Tarot, he had used both her creations and his own to retrieve a number of the books he said he needed for his abilities to work. Hidden in one of these books was a very special, very magical scroll he had discovered in his research-a page from the Darkhold, a very special book of demonic magic.

Anyone who read from a page of the Darkhold could use the power of its creator, the demonic Cthon, to obtain terrifying supernatural powers. The Bookworm, who already possessed his own bizarre powers related to the printed word, was able to join the Darkhold's magic with his own, and invoke Cthon's powers in a way no ordinary user could.

Reading the scroll had given the Bookworm the ability to invoke its power when he so chose.

Now, trapped in Ravencroft Asylum, he called on that power.

He was kept blindfolded so that he could not read anything, which it was assumed would keep him from reading his powers. To make extra sure that he would not be able to read anything, the Bookworm was also fitted with a pair of special power-dampening restraints, which were meant to prevent superhuman prisoners from using their powers to escape.

Contrary to his name, however, the Bookworm did not specifically need a book to use his powers, nor did he even need to read something with his eyes. Simply being able to read and recognize the symbols with his fingers, much as blind readers did with Braille, was enough for the Bookworm's powers to function. Similarly, while the power restraints designed by Reed Richards and manufactured by Stark Enterprises were highly effective at neutralizing the powers of mutants and mutates alike, they were utterly ineffective against the power of magic. The Bookworm had let his fingernails grow out, to the point where he used them to cut the runes of power into the padding of his cell. He had spent many long hours sitting in the corner, raving to himself to keep the security cameras distracted while his hands worked diligently on the padding.

With the preparations complete, the Bookworm began running his fingers back and forth over the runes, reaching out with his mind to Cthon as he used his inherent magic to channel the runes to life, just as if he were reading from a genuine scroll of the Darkhold.

_cthon i call on you_

_hear my pleas_

_bless me with your power_

_blood cries out for vengeance_

_my soul is yours_

_bring sorrow and death to my enemies_

It was then that the Bookworm heard Cthon's reply. He connected all his pain and sorrow with the demon lord, letting the demon hear his cries and his rage. The Bookworm channeled his hatred and his rage, his loathing for everyone from Flash Thompson and Red Ericsson to Alyssa Conover and Sleepwalker, focusing on the mysterious green-skinned hero. Everything focused on his hatred for the Sleepwalker, the source of his misery and pain.

And Cthon responded.

_lord of the lower reaches_

_grant unto me a champion_

_a warrior born of hell_

_may he bring blood_

_may he bring death_

_may he bring slaughter_

It was then that the Bookworm's mind saw what he was looking for. A murderer, a horror born, drenched in blood, who brought disaster and misery to his own countrymen. An unwavering creature that did not stop until its target was slain.

_Come to me! _the Bookworm said in his mind, reaching out to the Dreadknight's tortured soul.

_Who dares? _the Dreadknight responded, roused from centuries of torture and hell by the intrusion. _Why do you disturb me? _

_Through the aegis of Lord Cthon, I call upon you, _the Bookworm replied. _Obey your master, lest you feel the wrath of the Great Dread One. _

_You presume to command me? _the Dreadknight screamed back, beside himself with anger. _No man is my master, no demon is my lord! _

_Until now, _the Bookworm replied. By sheer will, he wracked and twisted the Dreadknight's soul, causing the murderous knight to scream in anger and pain. The Dreadknight's essence was twisted inside and out, back and forth, upside down and right side up, taken apart and put back together again.

_You shall pay for your insolence! _the Dreadknight shrieked, out of his mind with rage.

_You know that you cannot harm me, _the Bookworm spat, unimpressed by the Dreadknight's threats. _Nor shall you ever again rest, until the Sleepwalker is dead. You shall know no peace, you shall know no rest. Your life, your soul, your very existence are mine forever. _

Invoking the power of Cthon, the Bookworm took full control of the Dreadknight's spirit, ripping it from the bindings that kept it trapped in hell. As the Dreadknight screamed in agony, dislocated from his home, the Bookworm returned him to Earth, imbuing it with but one mission, a goal that suffused its miserable existence.

Destroy the Sleepwalker.

* * *

During most of the days when Rick was awake, Sleepwalker typically spent his time meditating or casually observing the human world. Now, however, with Rick seeming to have patched things up with Alyssa, Sleepwalker found his thoughts drifting back more and more to the Mindscape.

Now, every time he closed his eyes, he saw again the beautiful rainbow-hued skies, crystalline valleys, indigo and purple plant life and copper and silver minds that danced through the ether like shooting stars. Sk'obe, Esk'odin, and the rest of his companions wore on his mind, and Sleepwalker could imagine them fighting to the very last against the horrors of the Mindscape, demons like Cobweb and the Shadow King.

He was further reminded of his shame whenever he thought of Sv'ara.

And indeed, what would N'ogskak think of him?

"Sleepy?" Rick asked, materializing in his mind.

Roused from his trance, Sleepwalker looked around in surprise and saw both of the portals in Rick's mind wide open, not having noticed Rick falling asleep.

_"What is the subject of your inquiry?" _Sleepwalker asked, stretching as he prepared to set out into the human world.

"What do you think of our plans to reveal you to the rest of my friends?" Rick asked. "I didn't really want to commit to anything without getting your take on it first-"

_"Whatever course of action you may choose," _Sleepwalker noted dismissively, _"I have the fullest certainty and confidence that it shall demonstrate the appropriate foresight. And now, by your leave-" _

"You okay, Sleepy?" Rick asked, grabbing Sleepwalker by the arm. "You look like you're still bummed out about something."

_"You need not trouble yourself with such considerations," _Sleepwalker shook his head.

"Come on, not this again," Rick sighed. "Sleepy, you can't still be beating yourself up about being trapped in my mind. It happened, alright? Don't tell me you're still buying into all that bullshit Psyko fed you…"

_"Such is not the main explanation for my current melancholy," _Sleepwalker shook his head. _"My concern is more for the Mindscape, my people, and my home. When I look through your eyes, and see you live your life, it serves as a stark reminder that I am fundamentally alone in this world." _

"But…Sleepy, you're not alone," Rick said gently. "What about everyone you've come to know on Earth? You know Julia and I have always got your back-and the rest of us will too once they find out about you. And what about Spider-Man, the Thing and all the other heroes you've been palling around with?"

_"Your comprehension of the situation is somewhat incomplete, albeit through no fault of your own," _Sleepwalker replied. _"You are a human who lives in a world of humans, surrounded by and interacting with your own race on a daily basis. You partake in an experience shared by all your race on at least some fundamental level. Even such mutated entities as the Thing share this experience-while he has an appearance many would consider as monstrous, his heart and mind are still those of a human, and the source of his own personal difficulties comes from the disconnect he feels from those other humans around him." _

"Okay…" Rick trailed off, not sure where Sleepwalker was going. "So what does that have to do with you?"

_"I am fundamentally alone in the sense that I am a Sleepwalker in the world of humans," _Sleepwalker replied. _"As intimate as my friendships with yourself and other sympathetic humans may be, this world is still not my home. I find my thoughts returning to the Mindscape, and my old frustrations at my inability to return to the place of my birth. I think of Sv'ara and N'ogskak, and I wonder what opinions they have now formed of me." _

"Sv'ara I recognize, but who's N'ogskak?" Rick asked.

_"N'ogskak is my elder brother, a great warrior among the Sleepwalkers," _Sleepwalker replied. _"Many years ago, perhaps a century and a half by your chronological standards, he disappeared after traveling to a far-off corner of the Mindscape to establish further links with the Sleepwalkers of that region. Since then, many of the Sleepwalkers in Cerebrum, that region of the Mindscape that is my home and that the minds of your universe in habit, have sought to honor N'ogskak's memory in their battles against the darkness." _

"So, you…" Rick began, as he started to realize what Sleepwalker was getting at.

_"My memories and my yearning for my home and my people have grown all the stronger since our fusion," _Sleepwalker replied. _"No longer may I connect with my dearest Sv'ara, nor may I fight alongside N'ogskak, should he ever return. For all that I truly and sincerely appreciate the connections I have made in the human world, ultimately they cannot supplant my affections for the Mindscape, my true home." _

Rick didn't know what to say.

"Well…is there anything I can do?" he finally ventured.

_"You have already done infinitely more than could be legitimately asked of you," _Sleepwalker shook his head. _"Permit me to express my most profound and sincere appreciation, but there is little more that can be done for the nonce." _

So saying, he made for the portal leading to the human world.

_"All that remains is the battle, eternal and everlasting." _

* * *

Flying above the summer New York skyline made Sleepwalker realize just why he found those shimmering lights so beautiful, and why they so keenly reminded him of home. They were much like the minds that soared through the Mindscape, each with its own story to tell and each making the skyline as a whole brighter through its own efforts.

He felt so happy and so sad all at once.

It was while he was flying by the cemetery that he felt the sudden chill. All around him everything suddenly turned dark and cold, as he felt something akin to a vague scream in his ears. Whirling around in alarm, Sleepwalker saw something that sent a thrill of horror down his spine, for all that he had spent centuries facing the terrors and nightmares of the Mindscape.

A hideous, skeletal thing flew at Sleepwalker, screaming an unearthly howl. It was constructed of human bones, many of which appeared disjointed and unnaturally long or short, as if the monster had been constructed by assembling bones from many different corpses. It wore a winged, open-faced helmet, gauntlets and boots, and a breastplate decorated with another human skull on the front, all of which were assembled from twisted and broken metal. A long, tattered cape of filthy, rotting material hung from its shoulders, and it carried a long, murderous-looking lance of twisted, broken metal.

The creature's mount was just as repulsive, a giant horse-like creature that was also constructed from what appeared to be a ghoulish mix of human and equine bones. What would have been giant bat wings sprouted from the monster's shoulders, had there been any flesh to the wing bones. As it was, the hellish horse flew as though supported by magic, flapping its wings.

The skeletal monstrosity pointed its lance at Sleepwalker, unleashing a wave of purplish black energy that the alien hero twisted out of the way to dodge. Much to Sleepwalker's horror, the energy tore a massive gouge in the earth where he had been standing. It fired another blast, which Sleepwalker dodged before returning the attack with his own warp beams.

"_What are you?" _he shouted in a rage, catching the monster dead on with his warp vision. Much to Sleepwalker's surprise, however, the skeletal knight and his mount seemed to fight back against the power of his warp beams, before shrugging it off.

"_I am the Dreadknight!" _the creature screamed, as it charged in and stabbed at Sleepwalker with its lance. Rolling out of the way, Sleepwalker aimed his warp beams at the ground, tripping up the skeletal knight's horse and causing the knight to fall to the ground. He was on his feet in an instant, forcing Sleepwalker to dodge with another energy blast before leaping onto his mount again.

"_Mark the name well, creature, for it shall be the last you ever hear!" _the Dreadknight shrieked, charging it with a blow that would have skewered Sleepwalker had he not been faster. As it was, the Dreadknight spun around on a dime, tearing a long gash across Sleepwalker's back with the lance. Twisting around in agony, Sleepwalker tried to counterattack but was blasted point black by a bolt of energy from the Dreadknight's lance and sent flying to crash heavily into a tree, before bouncing off and hitting the ground.

The Dreadknight charged again relentlessly, forcing Sleepwalker back. Thinking quickly, the alien focused his warp vision on the tree, twisting it down and entangling the Dreadknight, before taking him right off his horse. Sending the horse flying off in one direction, the warped tree branched viciously slammed the Dreadknight into the ground twice. The skeletal horror lost his lance the second time, and it was then that Sleepwalker flew down and grappled the Dreadknight, spinning him around and sending him flying before blowing him out of the air with his warp beams to crash heavily on the ground.

It took the Dreadknight several seconds to stagger to his feet, apparently battered from the tossing Sleepwalker had given him. Sleepwalker had turned around to attempt to break the Dreadknight's lance, but the weapon vanished in a flash of black fire, before reappearing in the Dreadknight's hands. The Dreadknight charged at Sleepwalker on foot, during which time the alien gathered up some of the broken branches of the tree he had warped. Using his warp beams again, he reshaped and hardened the wood into the sledgehammer he preferred to wield in combat.

Sleepwalker would have braced himself to meet the Dreadknight's charge, except that he heard the knight's skeletal horse come charging at him from the side. Sleepwalker leapt into the air, blasting the creature a second time with his warp vision. This time, the horse-thing blew apart, shattering into a scattered pile of bone. Sleepwalker had no time to celebrate his victory, as the Dreadknight struck almost immediately after.

The two creatures parried and countered, Sleepwalker striking a number of blows that seemed to stagger the Dreadknight, while the Dreadknight's lance tore several ugly gashes into Sleepwalker's body that wracked the alien's body with pain.

"_Why do you assault me?" _Sleepwalker demanded above the clash of their weapons.

"_The Bookworm has commanded it!" _the Dreadknight screamed back, a manic hatred apparent in his voice. _"Bound am I by his magic, denied my eternal rest so long as you live! Never again shall I know peace, shall I know freedom, while you draw breath!" _

The Dreadknight's confession only fuelled Sleepwalker's rage when he realized that his old enemy was involved. He viciously smashed away at the Dreadknight, seeming to collapse the creature's breastplate and shattering its ribcage. Destroying one leg with a hammer blow and breaking both of the Dreadknight's forearms as it struck at him again with its lance, Sleepwalker spun around and shattered the skull of the Dreadknight's skeletal horse as it charged it from behind. In one smooth motion, Sleepwalker delivered a powerful blow right on the Dreadknight's head before he blasted it point blank with his warp beams, shattering the monster's head and causing it to collapse.

Staggering from the effort, Sleepwalker moved to gather up the bones and put them into a proper pile that the police could hopefully sort through to return the bones, wherever they had come from, to their rightful places. To his shock, Sleepwalker saw the bones and broken metal that had been the Dreadknight and his equipment start to reassemble, crawling back together as they tried to reassemble themselves. He blasted the bones with his warp beams again, but they seemed to have no effect.

Despite Sleepwalker's best efforts, the Dreadknight and his mount were fully reassembled before him, seeming just as fresh and able to continue the fight as when they'd started. The skeletal freak charged at Sleepwalker again, forcing him to leap back and dodge. Sleepwalker flew away with the Dreadknight in pursuit, trying to rally himself while wracking his brains for an alternate means of stopping the horror.

The blasts of energy had attracted some attention from people passing by the cemetery, although they had been smart enough to stay well away from the melee. Now, they scattered in terror as Sleepwalker passed over them, the Dreadknight chasing him.

"_I shall follow you forever!" _the Dreadknight screamed, heedless of any of the living humans he passed. _"Wherever you go, and wherever you run, I shall follow! Eternal and unceasing, until my blood debt is cleansed!" _

Sleepwalker spun around and returned the Dreadknight's charge, knocking him off his horse as he did so. He cast his warp beams at the Dreadknight again, focusing with as much power as he could muster.

_"Fool!" _the Dreadknight exulted. _"Your parlor tricks cannot-" _he stopped suddenly, as the street itself seemed to rise up to entrap him and his horse. The Dreadknight tried to blast the asphalt away, but he was soon almost completely encased, despite his best efforts to break free.

_"It is apparent that the Bookworm's foul sorcery has rendered you entirely immune to the full powers of my warp vision," _Sleepwalker commented. _"Otherwise, my first assault would have returned you to your own plane of existence." _

_"Only your death shall ensure my own," _the Dreadknight hissed at Sleepwalker as the recently-arrived police came up behind them. _"Know that I shall haunt you, I shall follow you, for the rest of your days until you are dead by my hand. So the Bookworm has bound me with his enchantments." _

Disgust, pity and anger fought for control of Sleepwalker using his warp beams to break off the pieces of roadway in which the Dreadknight and his horse had been trapped. Gritting his teeth, the alien used his amazing strength to load the Dreadknight and his horse into the special wagon the police had provided, before it was driven away.

The Dreadknight barely heard any of the discussions on what should be done with him, and did not respond to any of the living humans who tried to approach him save to scream further obscenities and threats at them. He was not even freed from the concrete blocks that Sleepwalker had encased him and his mount in, as the authorities realized it was probably safer to keep him trapped.

Day and night, the Dreadknight continued shrieking his desires to murder the Sleepwalker. He was unresponsive to any of the prison wardens or psychiatrists who tried to approach him in the special cell he was placed in at Riker's Island, consumed by his sole desire to kill the alien who had so earned the Bookworm's wrath.

For the soul of Bram Velsing, trapped within the rotting bones that made up his body, it was excruciating agony. Time and again he tried to break free of his prison, only to find that the enchantments the Bookworm had wrought from reading the Darkhold kept him too firmly imprisoned. Every time he tried to escape, Velsing was wracked with further pain, a punishment added by the Bookworm for his impertinence.

So long as the Sleepwalker still lived, Velsing could not die.

He screamed out his hatred of the Bookworm.

He screamed out his desire to kill the Sleepwalker.

* * *

Reading the _Daily Bugle _through Rick's eyes the next morning, Sleepwalker discovered that a number of human bones had apparently disappeared from a New York cemetery, which had no doubt assembled to house the Dreadknight's foul spirit. Once brought back to Earth, the creature had bent and twisted several large pieces of scrap metal into forming his lance and armor. Apparently, he had used his dark powers to enchant his lance and the bones of the creature that served as his mount.

For the rest of the day, all Sleepwalker could think about was the Bookworm, resting safe and comfortable in his cell at Ravencroft, and the cycle of horror he was perpetuating.

He could almost hear Cobweb laughing.

(_**Next Issue:**_ After the trials of the last few weeks, Rick and Sleepwalker both eagerly look forward to a week of rest at Kenny's parents' cabin in upstate New York. But they find they cannot relax as they prepare to reveal the truth about Sleepwalker's presence in Rick's mind to his friends! All this and more in _Sleepwalker #46: Coming Out_!_)_


	50. Coming Out

"See what sponging off your parents' hard work gets you?" Kenny Anderson grinned proudly as he got out of the large recreational vehicle that pulled up in front of Rick Sheridan's apartment building. The rest of their group-Alyssa Conover, Cyrus O' Donnell, Red Ericsson and Julia Winhill-were already there waiting with Rick, staring in amazement at the vehicle Kenny was driving. Kenny had been bragging about it for quite a while now, but his friends hadn't expected it to be this fancy.

"You guys like it?" he asked them.

"How much did this cost?" Red asked in amazement.

"Six hundred grand," Kenny grinned. "Color cable TV, Internet access, waterbeds, a full oven, everything you could ask for. It's beautiful, isn't it?"

As he joined the rest of his friends in packing their luggage onto the RV before climbing aboard, Rick felt like he was losing a fortune just sitting down in the vehicle. Kenny's parents had become very rich from their pulp and paper company, but Rick hadn't understood what they'd actually done with their fortune before now.

Alyssa, Cyrus and Julia had much the same reactions, although Red didn't seem nearly as impressed.

"God, you're a mooch," he said in mock disgust. "You've never held down a steady job in your life, and you don't feel the _slightest _bit guilty about not actually contributing to your family?"

"Not really," Kenny shrugged, the proud grin never leaving his face. "My parents have found it's actually less expensive to let me just laze around the house and never get a job."

"Come again?" Alyssa asked in surprise. "Why would it be cheaper for you not to work?"

"Remember that grease fire he caused at McDonald's?" Cyrus pointed out with a raised eyebrow.

"Or that time he melted all the frozen foods when he was working at the Safeway?" Julia reminded her with a grin.

"And then there was the incident where he accidentally played _Freddy Got Fingered _instead of _Harry Potter and the Sorcerer's Stone _to that audience of families when he was working for the movie theater?" Rick laughed.

"And let's not forget the time he flooded the basement of that Wal-Mart he was working at…" Red finally pointed out.

"Mom and Dad got sick of compensating those businesses," Kenny sighed. "It also explains why my six page resume isn't evidence of job-hopping. I have never quit a job."

"And to think," Red groaned, "our tax dollars paid for your education."

* * *

SLEEPWALKER #46

"COMING OUT"

* * *

"It's a beautiful country, isn't it?" Julia asked Red as they sat by the window after lunch later that day, Cyrus playing his Nintendo DS while Kenny slept and Rick and Alyssa took their turn driving up front.

"If you say so," Red shrugged noncommittally. "Looks pretty boring to me."

"That's because there aren't any end zones or yard markings out here," Julia rolled her eyes. "Were you planning to do any hunting?"

"I didn't get my license renewed," Red replied unflappably. "Relax-I'm only going to be shooting our beer cans."

"Gee, _that's_ good to know," Julia muttered, looking away.

"Hey, you were the one who brought it up," Red said, somewhat stiffly.

Julia didn't reply.

"…You okay?" Red asked in some concern.

"Yeah, I just have a lot on my mind," Julia replied.

"How do you mean?" he asked. "Are you still worried about that Lightmaster freak?"

Julia flinched, as Red cursed himself for his stupidity.

"I'm sorry," he said, more gently this time.

"It's alright," Julia replied distractedly, noting how Cyrus was too absorbed in his video game to notice what they were saying. "I just don't like to think about it too much."

"So which hero was it again that saved you?" Red asked.

"The Sleepwalker," Julia smiled, her eyes brightening. "He came through for me when I needed him most."

Red blinked, somewhat surprised by the change in Julia's tone.

"You know, that Sleepwalker sounds like a pretty nice guy," Red said, raising an eyebrow. "I'd really like to meet him, or at least one of those other heroes. They don't get nearly enough gratitude for the shit they go through for us."

"How's that?" Julia asked in surprise, as Cyrus turned off his DS and came over to join them, his attention grabbed by what they were saying.

"They're just like the troops," Red explained. "They put their necks on the line so the rest of us don't have to, and too many people are ungrateful pricks. The same people who throw rocks at our soldiers when they come back from Iraq cuss out Spider-Man because he only saved them and didn't rescue their groceries. God, it pisses me off!"

"So what would you do if you were to ever meet one of these guys?" Cyrus asked.

"Shake their hands," Red replied. "Like I said, they don't get nearly the amount of gratitude they deserve."

Red couldn't have imagined how glad Julia, Alyssa and Rick were to hear him say that.

* * *

Sleepwalker paid little attention to the conversation going on between Rick's friends, instead finding himself drifting back into memories of the Mindscape. His older brother N'ogskak, one of the greatest warriors the Sleepwalker race had ever produced, had served as a mentor and protector to both him and many of his kin in the battles against Nightmare, the Realm of Madness, the Shadow King, the Dweller-In-Darkness and the many other cosmic horrors of the mental plane…

_"Your warp vision is an extension of your will," N'ogskak told Terrens'k. The young warrior shook his head, the beams coming from his eyes flickering as his concentration began to waver. "Unless your will is strong, your warp beams will falter and dissipate." _

_"I…I do not know how long I am capable of maintaining the effort," Terrens'k gasped, as he fell to his knees. _

_"Will such a justification suffice if a human mind falls victim to the predations of a demon or monster because of your weakness?" N'ogskak rebuked him. "Our existence is based in its entirety on our abilities to protect the innocent and defenseless minds of the waking world from evil! You and I are the heirs to a millennia-old legacy bequeathed upon us by countless generations of our forefathers, and your failures besmirch it with shame!" _

_Anger flared in Terrens'k's eyes as he concentrated again, harder this time. His warp vision engulfed the large mound of crystalline stone in front of them, twisting it into a variety of bizarre shapes. From a four-sided pyramid to a six-sided cube, the mound of stone was reshaped into having eight sides, then ten, then twelve, then twenty. _

_The disgusted scowl on N'ogskak's face vanished, as he closed his eyes and nodded with solemn approval._

_"You begin to demonstrate a proper comprehension as to the utilization of your abilities," N'ogskak commented. _

A millennia-old legacy, and one he had fought to uphold since N'ogskak had disappeared more than a century ago.

_"To perish as a warrior is the highest of honors for a Sleepwalker," N'ogskak told Terrens'k as they sparred with their mindrakes. "It is the ultimate expression of our most cherished ideal, that of defending those who cannot by themselves resist the incursions of the horrors of the Mindscape." _

_"Is there any other reason for our existence, then?" Terrens'k asked. _

_"From what I have seen of the human minds I have visited in my duties, the meaning and reason for existence has been one of the perennial questions that race has occupied itself with since its conception," N'ogskak replied. "Our own mentality is much more simplistic, and would likely be considered distinctly unpleasant by the human race. With so little in personal ambition, creative spirit, or individual initiative among our race, we as a people seek solely to protect the weak and innocent. In all likelihood, it would be a horrific, crippling existence for a human or any of the hundreds of other races that populate the waking world, but it has given our own lives meaning and fulfillment." _

_"Hence our devotion to our honor, with death in combat as the highest expression of those ideals," Terrens'k realized. "Without our ideals, we are nothing." _

_"Precisely so," N'ogskak approved. _

Once again, Sleepwalker reflected on everything that had happened, from his imprisonment in Rick's mind to the supervillains he had imprisoned to the creation of Psyko to the lives he had saved.

What would N'ogskak think of him?

* * *

"Ann Coulter, Alex Rodriguez, John Kricfalusi, Heather Mills, Jimmy Fallon, Richard Dawkins, Michael Moore and Ward Churchill?" Rick asked in surprise.

"That's right," Red nodded. "I'm always updating my List of People I Want To Punch In The Face."

"The rest of them I can understand, but I thought Kenny was the one who hated Kricfalusi," Alyssa pointed out.

"Kenny insisted that I add him," Red rolled his eyes. "I finally agreed just to get him to stop bugging me."

"I never understood why he's so obsessed with-" Rick replied, before Kenny stopped the RV.

"We're here!" he said proudly, as he came back from the driver's seat. "Come on and get your stuff!"

As they exited the vehicle to get their bags, Rick and his friends were impressed by the Andersons' mountain cabin. It was beautifully designed and maintained, with a large deck and a hot tub, and a gorgeous view of the lake. Quaint and homey, and yet stylish and classy in its own way, it had a distinct charm all its own that was difficult to describe.

* * *

"It's all set?" Anthony Davis asked the prison guard as he was led to the trailer.

"Everything," the guard smiled. "And thanks-you saved me five hundred bucks."

"Not a problem," Anthony nodded. "These new TV sets are actually easier to fix than the old ones."

Stepping into the trailer, Anthony looked around with a satisfied smile as he saw the Barry White music ready to go on the stereo, the champagne cooling in a bucket of ice on the table next to a gourmet dinner, and a comfortable bed upon which lay a dark-haired, brown-eyed woman with vaguely Hispanic features.

"God, I missed you," Anthony breathed as he undressed. "How are they treating you?"

"Well enough," Anthony's wife Leila replied as she pulled off her pants. "I get my choice of meals, and I don't have to have a cellmate."

"I spend six weeks rebuilding the warden's car from the ground up, and that's all you get?" Anthony spat in disgust. "I mean, I've got him going from 0 to 60 in three seconds, and 45 miles to the gallon in gas mileage, and he won't even give you cable?"

"He said it'd look suspicious," Leila replied as they began caressing.

"Ah, hell," Anthony muttered. "I'll see what I can do about getting the guards to bring you over those chocolates you like. I can call in a few favors-Simmons and Hardy owe me for fixing their computers."

"God, I love being married to a prison big shot," Leila purred, as she began petting Anthony downstairs. "All the other bitches are scared of me, you know?"

Anthony only smirked. Ever since all the other non-powered supervillains had escaped from Attica Prison, the Shocker, the Porcupine and Bullseye had come back after being defeated by their heroic enemies. The non-powered supervillains, the ones who used specialized equipment or armor to commit their crimes, had always been a group apart at Attica. Feared by the rest of the inmates for their intelligence and brutality, the supervillains were known to cut deals with crooked prison guards for preferential treatment and better food. Anthony was a step above even them, realizing the benefits of staying in prison and serving out his sentence.

For now, though, the only thing on his mind was his gorgeous wife and the sweet love they were making.

And the passion was glorious.

* * *

Rick cursed as the gunshot flew into the woods, missing the beer can yet again.

"God, you're an even worse shot than Alyssa," Red teased, as he took the pistol back and knocked the can off the deck railing with an expert shot.

Alyssa merely scowled at this. She had only agreed to take a shot after Red had teased her into it, and the only thing she'd managed to hit was the deck. Disliking guns as a rule, she and Julia could only look on in disgust as Rick and the other guys took turns shooting out their beer cans. It hadn't helped that they were already drunk, having each consumed several beers before lining the cans up on the deck railing and shooting.

"Men," Julia rolled her eyes as she sat back down next to Alyssa, having gotten up to get another beer. "Either they need the biggest gun, the loudest stereo, or the most powerful engine. I mean, are they _all _compensating for something downstairs, or what?"

"You have to remember, though," Alyssa replied in a mock-philosophical tone, made even more ridiculous by her own slurred speech, "that we're the ones who're always going after the most expensive shoes, the best purses, and the most fashionable outfits."

"That's entirely different," Julia shook her head, as Rick's cries of joy followed a successful gunshot. "Even today, the patriarchal power structure has largely channeled women's self-images and perceptions of success into being based on their physical attractiveness," she proclaimed authoritatively.

"Says the girl who spent a hundred bucks on those hiking boots," Alyssa scoffed, pointing to Julia's footwear.

"You're one to talk!" Julia shot back. "You've got more pairs of Converse than I have shoes altogether! I mean, who spends $200 on Converse shoes in one shopping trip?"

"They were on sale!" Alyssa argued. "And besides, you were the one who dragged me into that store in the first place, gushing about those Ugg boots you saw!"

Having emptied the clip on Red's gun and shot down all their beer cans, Rick and the other guys stopped what they were doing and sat down to watch the far more entertaining spectacle of watching Alyssa and Julia argue while drunk.

* * *

Sitting in his cell at the Ravencroft Institute for the Criminally Insane, the severely disturbed man who called himself the Chain Gang rocked back and forth, quietly mumbling under his breath. His fractured mind drifted back to the memories he had of conversing in the prison cell with Ray Morgan, Hector Fuentes and Ernie Mills, who had all died from the radiation they were exposed to, but whose personalities now lived on within him.

_"How the hell you'd end up with a bunch 'a grunts like us, anyway?" Willis Hayworth asked Ray curiously. _

_"Rather unusual circumstances, I must admit," Ray shrugged, "but suffice it to say that military service was a prerequisite for my inheritance." _

_"Inheritance?" Ernie grinned, dollar signs in his eyes. "Old man wouldn't cough up the dough 'less you wore the uniform, right?" _

_"Quite," Ray nodded. "I enlisted, went through training, and served in communications." _

_"So what happened?" Hector asked. "How'd you get busted down to buck private?" _

_"Suffice it to say that I could not restrain myself from making pithy or sarcastic observations about how gentlemen like Wilson Fisk or Simon Utrecht were profiting off the blood of our soldiers and the misery of the Iraqis," Ray explained. "Apparently, freedom of speech is far more desirable in civilians than it is in members of the armed forces." _

_"So how much you stand to make when you get back home?" Ernie asked again. _

_"Some seventy million dollars," Ray replied, noting the gleams that came into the eyes of his fellow inmates. "It's far more likely that I'll be disinherited after this debacle…should I ever even return alive, that is." _

_"So that's it, then? You're not gonna do anything else?" Willis asked. _

_"In truth, I was never particularly enthused with the money," Ray shook his head. "Had I inherited it, I would have used it to further my intellectual pursuits and study of military history. Indeed, Iraq itself has a particularly fascinating background with the many battles that raged for control of this land, back when it was known as Mesopotamia." _

_"Uh…yeah, whatever," Ernie muttered. "So, assuming you can't ever get your mitts on the cash, what'll happen to it?" _

_"By that, I take it you mean whether I have any objection to your attempts to obtain it somehow," Ray only smirked. "Rest assured I am not bothered in the least by your proposal. Should we return home, I will be happy to make whatever effort I can to obtain the money and share it with you, my brothers in arms. And should I not return home, I bequeath it all to you. Do what you will to obtain it, for it is no concern of mine." _

_"How poetic," Hector observed in a snarky tone. "You don't have any issue with us robbing your family blind?" _

_"Not particularly," Ray said dismissively. "I have no siblings, and none of my relatives have proven themselves to be petty egomaniacs who are interested in little more than their own personal pleasures." _

_"Can't say fairer than that," Willis noted. _

Willis Hayworth had later become the Chain Gang, developing multiple personalities that reflected those of his dead friends. Driven mad by poverty, rage and abuse, the Chain Gang had taken to repaying the society that had fucked him over by becoming a costumed supervillain.

Over and over again, he replayed the conversations he'd had with his brothers before they died.

By all rights, it belonged to him.

Seventy.

Million.

Dollars.

* * *

"You're going to be working as a dance teacher when we get back?" Rick asked Alyssa as they went for a hike by themselves the next day.

"Yeah," she nodded in reply. "Tap, contemporary, street jazz, and hip hop. They didn't need anyone for their pointe classes, though."

"Their loss," Rick grinned. "Were you planning to do anything else this summer?"

"My parents are coming down for a visit," Alyssa answered. "They want to celebrate the Fourth of July with us."

"…Us?" Rick asked in surprise, stopping in his tracks.

"Of course," she said in confusion. "You and me. Who else would there be?"

"Well, I wouldn't really want to intrude…" Rick said, somewhat nervously.

"Come again?" Alyssa asked in surprise. "Rick, come on. You're my boyfriend. What are you so nervous about?"

"I don't want to seem like I'm getting too…uh…" Rick trailed off.

"What are you talking about?" Alyssa asked in concern.

"I really don't want your parents getting the wrong idea, is all," Rick said in some embarrassment.

"Oh come on," Alyssa shook her head. "I know my Dad seems really intimidating, but he's a teddy bear once you get to know him. Besides, he knows you. We all grew up together, right?"

"Well, yeah…" Rick said, still seeming unconvinced. "I just…I don't know…"

"Come on, Rick," Alyssa tried to reassure him. "All our parents-Kenny's, Julia's, Red's, Cyrus's, yours and mine-they all knew each other. They watched us grow up. You don't need to worry about that…"

Rick didn't say anything, not even looking at Alyssa as they trudged along.

"That's not all there is, is it?" she said in concern.

"…No," Rick muttered. "As a matter of fact, I've been thinking…"

"What about?" Alyssa asked.

"Sleepwalker," Rick said. "I'm having second thoughts about letting the guys know about him."

"What? Why?" Alyssa demanded, her voice taking on an edge as she heard this.

"You said it yourself," Rick pointed out. "What if one of Sleepwalker's enemies finds out about-"

"Stop. Right. There," Alyssa ordered him.

"What…?" Rick said in surprise.

"We've been over this," Alyssa reminded Rick, putting her finger on his lips to silence him. "You are not, and I mean _**not**_, going to start keeping secrets from us again. You know the trouble it's caused. And the guys' knowing won't matter if any of Sleepwalker's enemies find out about your connection. They'll come after us anyway."

"I just don't want-" Rick tried to reply, before Alyssa put her finger on his lips again.

"I know you don't," she reassured him. "That's one of the reasons I'm sticking this out-I'm not happy about it, but I know Sleepwalker's a part of our lives. He's a part of all our lives, and the guys deserve to know about him."

"You're right," Rick said with a sad smile. "I'm just kind of scared, is all."

"We all are," Alyssa said. "But hey, that's what guys like Sleepwalker are for, right?"

"I guess so," Rick chuckled. "Thanks a lot, Aly-I don't know what I'd have ever done without you."

"Likewise," she giggled back at him.

* * *

After dinner the next night, as Rick and his friends were sitting around the firepit, Rick stood up, as Julia and Alyssa both tensed.

"Uh, guys?" he began.

Kenny looked at Rick curiously, Cyrus leaned back and Red leaned forward, a look of keen interest on his face.

"I have something I need to tell you," Rick continued. "It's something I've been keeping secret for a really long time now."

"How do you mean?" Cyrus asked.

"You remember last year, how it suddenly seemed like I had a nervous breakdown and everything went to pot?" Rick asked tentatively.

"How could we forget?" Red said dryly. "I always wondered what was up with that."

"Well, now I'm going to tell you," Rick asked. "You know Sleepwalker? That new superhero that appeared around the same time?"

"Oh my God…" Kenny said, before his voice trailed off in amazement. "You're Sleepwalker?"

"Not quite…" Rick began.

"Oh man, this is so cool!" Kenny gushed eagerly. "I mean, I know you never rescued me, but I really appreciate the way you helped-"

"No!" Rick interrupted him. "I'm not Sleepwalker!"

"Then, what are you-" Cyrus asked in confusion.

"I don't know if you guys will believe me, but-"

"In the last decade, the world's been attacked by aliens, more and more people are taking to wearing weird Halloween outfits all year round, and we now have concrete proof that magical and psychic powers are real. I'm pretty sure we can handle whatever it is you're about to tell us," Red replied sardonically.

"Fair enough," Rick laughed. "Then let me tell you about the Mindscape…"

Rick explained to his friends all about the Mindscape, the Sleepwalker's role in protecting it and how he'd become trapped in Rick's mind, his efforts in fighting crime in New York City, and how Julia and Alyssa had eventually found out on their own about Sleepwalker's presence in Rick's mind.

Red, Cyrus and Kenny all sat there for a moment as they took in the news.

"…I guess I can see why you didn't tell anyone," Kenny said after a few moments.

"I know I should have, but I was just afraid of how you'd react," Rick sighed.

"So this alien screwed up your entire life, and you don't do anything to him for it?" Cyrus scowled. "Just let him rot, or let him die, why don't you?"

"For your information, without that alien I would have been killed three times over," Julia snapped. "Lightmaster wasn't the only villain to go after me-some weird creature calling itself a Jyn'ai would have destroyed my mind if Sleepwalker hadn't saved me!"

Everyone stared back at her in disbelief.

"…Julia?" Kenny asked in amazement.

"Yeah…I just don't like to…think about it," Julia muttered. "Besides, he saved you all from the Bookworm, too."

That sent shivers down the spines of everyone else, except for Kenny.

"So does anybody else know about this?" Red asked after a moment's thought.

"No one except us," Rick asked. "And please, _please _don't tell anyone about this. Sleepwalker's trying to find a way to break our bond so he can return to the Mindscape. Everything that's happened, the way I had trouble dealing with Sleepwalker being in my life, how Mom and Dad died, the fights with Lightmaster and the Bookworm, I just want to put it behind me. It happened, and there's nothing we can do to change it. And it hasn't been easy for Sleepwalker, either-there've been a couple of times I had to pull him back from the brink."

All six of them sat in silence for a while, the only noise being the crackling of the fire.

"You're cool with this?" Red asked Alyssa.

"I wasn't too happy about it at first," she admitted, "but that's the way it's going to be for now."

"Hey, we all owe Sleepwalker big time," Kenny finally spoke up. "I mean, he saved you three times, right?" he asked Julia, who only nodded.

"And he bailed you guys out when you were kidnapped by the Bookworm, right?" he continued, as Cyrus, Alyssa and Red all nodded.

"So what's there to discuss?" Kenny wondered. "We'll always be here for you, Rick. You know we've got your back."

"Besides, you're a superhero! Do you know how cool that is?" Cyrus smirked. "I mean, Sleepwalker's the guy who defeated Psyko! _**Twice!**_"

"…So now what?" Rick finally asked, a relieved smile on his face.

"I'll tell you what," Julia grinned.

Everyone looked at her expectantly.

"We all get drunk, go to bed at 2 AM, wake up with hangovers, and puke our guts out!" she said brightly.

"Sounds like a plan," Red noted, as he cracked open the first beer.

(_**Next Issue:**_ As Rick and his friends sleep, the Sleepwalker is there to watch over them. But can even the silent protector hope to guard his charges against the horrors of the night when they come calling in the forms of the Scarecrow and Deathwatch? When Rick's friends are trapped in a horrific nightmare, Sleepwalker is drawn with them into a hell from which none of them may escape! All this and more in the second _Sleepwalker Halloween Special: A Long Haunted Night_! Guest-starring the mysterious Ghost Rider!_)_


	51. A Long Haunted Night

The creature standing before them was a bizarre thing, but then the world itself had become increasingly bizarre these days. Tall and thin, with spindly limbs and olive-green skin, the humanoid creature had large, insect-like compound eyes that glowed with a dark red light. It was clad in a ragged blue bodysuit with a purple hood and cloak, and purple gloves and boots, with its shins and forearms covered in tattered wrappings that resembled thick bandages.

Alyssa Conover and Julia Winhill had already met the alien being under very different circumstances, but now it stood before Red Ericsson, Cyrus O' Donnell and Kenny Anderson silently, awaiting their verdict. The Sleepwalker had saved them all at one point or another, and it was only now that Kenny, Cyrus and Red learned that the Sleepwalker had become bonded to their friend Rick Sheridan.

Red was the first one to speak.

"Were you able to hear everything that goes on while Rick was awake?" he asked.

_"Indeed," _Sleepwalker replied. _"While Rick is awake, I am capable of perceiving the sights and sounds of the mortal world. For what purpose do you make your inquiry?" _

"I suppose you heard about what I'd do if I ever met a superhero face to face?" Red asked.

Sleepwalker merely nodded.

"Then here's where I make good on my words," Red said, before he grasped Sleepwalker's hand and gave a firm shake.

"You probably don't hear this nearly often enough," Red continued, "but, for what it's worth, I just wanted to say thanks. For everything."

Sleepwalker nodded, a smile of sincere appreciation crossing his face.

* * *

SLEEPWALKER HALLOWEEN SPECIAL #2

"A LONG HAUNTED NIGHT"

* * *

"How'd it go?" Rick asked his friends after they woke him up and Sleepwalker vanished.

"Pretty good," Cyrus replied as they sat down for lunch. "Looks like everything's cool."

"So, we're heading back for the Fourth of July, right?" Julia asked as she brought over some soup and sandwiches.

"Yeah, we're picking up my parents when we stop in Albany," Alyssa said. "They wanted to come down to New York for a few days and see the sights. They haven't been there in years."

"What were they planning to do?" Rick asked.

"Dad really wants to take in a Yankees game," Alyssa replied. "He tries to go at least once a year. Mom just wants to go shopping."

"Go figure," Rick rolled his eyes. "And your dad's really willing to suffer through Liza Minelli singing _New York, New York _at the end of the game? Man, that's dedicated."

"They used to just do that if the Yankees lost," Kenny interjected. "Now they only play Frank Sinatra's version, win or lose."

"Just as long as they don't have Roseanne singing the national anthem," Red shuddered. "I actually made the mistake of looking it up on YouTube."

"Was it really that bad?" Kenny asked.

"Worse," Red shuddered.

"How long are your parents staying?" Cyrus asked after a moment's silence.

"Just a couple of days," Alyssa answered. "Mom and Dad saved up a few days off with the overtime they've been putting in, but they want to take their vacation later in August. They're going to go to visit Mom's relatives in Michigan."

"So, what's the agenda for this afternoon?" Rick asked.

"You mean besides all of us doing whatever the hell we want until we all come back to get drunk around the campfire?" Kenny quipped. "Not much."

"Just the way I like it," Rick grinned back.

_

* * *

_

There's an ill wind blowing tonight.

_Sometimes I can't even feel it, but I always know when it comes. _

_Because it's when they come out. _

_I wonder if they can hear me, one or the other. _

_They know I'm after them, and they know I'm out for blood. _

_Then again, I doubt they really give a damn. _

_It's all just a sick game for them. _

_Even for me, it all starts to blend together-the screams of the victims, the crash of thunder, the rattle of my chain, the feeling of rain on my shoulders, the roar of my engine, the blood and death. _

_That's all there is in the here and now. _

_Everything else is just a memory. _

* * *

The rain had spoiled their campfire, but Rick didn't particularly mind as he stumbled back in with his friends. He was already pretty drunk, waiting for his turn to go to the bathroom to let the pressure off, before he shared a few sloppy kisses with Alyssa and then staggered off to fall asleep on a bunk bed above Cyrus in one of the guest rooms in Kenny's parents' mountain cabin.

He was vaguely aware of the thunder rumbling in the distance as he closed his eyes, but his thinking was too fuzzy to really care. In his current state, Rick barely felt capable of even climbing up to bed without falling off and landing his clumsy ass on the floor. When he fell asleep, he fell hard.

Waking up was a rather strange sensation, as if he'd been sleeping for several weeks. Mumbling to himself, Rick shook off his hangover and climbed down the ladder of the bunk bed. Much to his surprise, all the other beds were neatly made and folded. That was more than a little weird-making his bed was just about the last thing Kenny would have ever done.

It was even weirder as Rick dressed and showered, finding that, once again, his friends had apparently all gotten up before he did. They were nowhere to be found as he showered, dressed and ate breakfast. He couldn't find them anywhere in the house, and when he went out front he found that the RV they'd come up to the cabin in was gone.

Rick was more than a little baffled by this turn of events.

Did his friends just leave him behind?

And if so, just where the hell were they?

* * *

Just where the hell were they?

That was what Red would have liked to know as he, Alyssa and Cyrus ran through the woods. One moment he'd been falling asleep in the bunk bed below Kenny's, the next he'd woken up in what looked like a dying forest. The trees were rotting and withered, deadwood that looked like it could burst into flame at the slightest spark.

What was even more bizarre was how he was dressed-falling asleep in just his boxer shorts, Red awoke to find himself dressed in formal evening wear with an absurdly oversized hat on his head. Cyrus had been transformed into something that vaguely looked like a humanoid rabbit in formal evening wear, while Alyssa was dressed in a long blue dress with a white apron and gloves, like something out of Alice in Wonderland.

Did that make him the Mad Hatter, Alyssa Alice, and Cyrus the White Rabbit? Then what-

Maybe the fifty-two humanoid playing cards, literal cards with hands, heads and feet like something out of that old Disney movie, representing each number and suit, could explain just what the hell was going on. Advancing into the clearing where Red and his friends had woken up, they brandished long swords and spears. Alyssa and Cyrus shrank back instinctively, looking at each other and then to Red fearfully.

It was hard to make things out in the increasingly dim light, particularly when the clouds were getting so dark so fast, but the ranks of the card-men parted to reveal their leader. The Ace of Spades had the jaundiced, emaciated head of the Bookworm, his eyes gleaming with a malicious light as he regarded his prisoners.

"What-" Red tried to begin, before the Bookworm let out a scream, laughing hysterically.

_Off with their heads!_

Alice, the Mad Hatter and the White Rabbit ran for their lives, pursued by fifty-two homicidal playing cards. Unfortunately, Alice kept tripping over her skirts and falling behind, forcing the White Rabbit and the Mad Hatter to help her up and drag her along. Try as they might, they just couldn't seem to lose the cards.

That was when the cards caught them.

* * *

Alyssa woke up with a start, blinking in surprise as she realized she was drenched in sweat and half-tangled in her sheets. God, what a weird dream-why the hell would she be Alice in Wonderland? Oh well, it didn't matter-she was starving and couldn't wait for breakfast.

She showered and got dressed, before coming into the kitchen. To her surprise, she could only see Julia eating at the table. Getting some eggs and toast, Alyssa sat down across from her, smiling at Julia before she started eating.

Julia didn't seem to reply, staring intently into her breakfast cereal. Alyssa kept trying to engage her in conversation, until she finally looked up, her eyes narrowing.

"What's wrong?" Alyssa asked.

Julia merely spat at her.

Alyssa sat there in stunned silence for a moment, before she wiped the saliva off her cheek.

"Don't even talk to me," Julia muttered.

"What?" Alyssa asked. "What are you-"

"After everything he did for me," Julia spat, "you treated the Sleepwalker like shit."

"…What?" Alyssa repeated in confusion. "Julie, I just-"

"He saved you from the Bookworm!" Julia continued, her voice rising in anger. "But does any of that matter? No, because you're a selfish, ungrateful bitch who doesn't give a damn about anyone but herself!"

Alyssa sat there, stunned.

"Julia, I-" she finally pleaded.

"Forget it," Julia spat, throwing the remains of her meal in Alyssa's face. "I'm fucking done with you," she concluded, as she got up to leave.

* * *

She'd left the cabin, and then…

Julia groaned as she rolled over, waking up with a terrible headache. Looking around in a daze, she found she had no idea where she was, lying next to an unpaved road in the middle of the woods.

Struggling to her feet, she cursed as she tried wiping away the mud that clung to her pants, before getting up and walking along the road in the hope she could find her friends. Looking up, she groaned as she saw that it was starting to rain, even as a loud flash of lightning and a roar of thunder crossed the sky.

Julia continued for what seemed like hours, feeling thoroughly miserable as the storm got worse and worse. Lightning flashed at regular intervals, providing more than enough light to see, although Julia was nearly deafened from the constant blasts of thunder. Eventually, in the distance she saw Kenny's RV parked in the middle of the road, to her immense relief.

Climbing into the RV, she looked around in surprise and found that it seemed to be entirely deserted. Searching it thoroughly, she found what seemed to be Cyrus asleep on the bed in the master bedroom. Going over to him, she tapped his shoulder gently, but found that he was unconscious. She tried to roll him over, only to recoil in sheer horror as Cyrus's severed head, disturbed by her moving his shoulder, tumbled off the bed and landed on the floor with a disgusting splat.

Was Julia hearing her own screams?

* * *

Looking at Cyrus, it would have been hard to tell if he was sleeping or dead, until he groaned and woke up, scratching himself with a yawn.

Had he fallen asleep watching anime again?

Not that it really mattered to Cyrus. He was comfortably numb, laying in his chair as _Ranma 1/2 _played for what was probably the hundredth time. He didn't know how many times he'd seen Ranma's wacky hijinks now, but then again it probably didn't matter.

A hundred times?

A thousand times?

Who knew, who cared?

Cyrus briefly rubbed his chin as he thought about it, realizing he hadn't shaved in a while.

Come to think of it, when was the last time he bathed?

Oh well.

Uh-oh, looks like Ranma's in hot water with Shampoo again!

Oh yeah, this was good.

Now Cyrus understood why Kenny loved lazing around so much.

* * *

He'd lost interest in them now, but Kenny used to be a big fan of overdone horror films. The bad acting, the shoddy production values, and the contrived coincidences all held an immense appeal to him. Hence he was having a wonderful time at the premiere of _Scarecrow Reborn. _Naturally enough, it was a slasher film about a crazed serial killer who dressed like a scarecrow, murdering his victims by impaling them on a pitchfork.

Unlike most of these cheesy films, this one was wonderfully lifelike and realistic. It was so realistic, in fact, that when the scarecrow came to life off the screen and went on a rampage in the theater, Kenny could have sworn that was really what was happening.

That was really what was happening.

_

* * *

_

I can feel it. It's starting to escalate.

_They usually start by playing to their respective strengths, subjecting their victims to their individual styles. Then they trade victims, catching the victims off guard with drastic shifts in tone and mood. The victims are thrown completely off balance, and their defenses are broken. _

_The victims are confused, terrified and alone. _

_That's when the monsters move in for the kill. _

_I kick my cycle into high gear and speed on through the night. _

_I honestly don't know if I'll be able to make it in time. _

_The storm's only getting worse. _

* * *

All day long, Rick searched for his friends, but they were nowhere to be found. There was no one in the cabin, and the recreational vehicle was gone. All he could get on the television was static, and all he could find on the Internet were claims that the webpages he tried to visit could not be found.

Rick ate lunch and dinner by himself, growing more discouraged by the hour. Nothing seemed to stir outside the cabin, and Rick felt an increasing sense of boredom and frustration creep in as he searched for his friends in vain. He went out on the hiking trails, walked down to the lake, and everywhere else he could think of, but there was no one, anywhere.

By the time the sun was setting, Rick returned to the cabin. He felt almost sick with worry, wondering what had happened. He lay down on the couch, mentally communing to Sleepwalker to knock him out so they could talk.

Nothing.

Rick tried again.

Again, nothing.

Even Sleepwalker wasn't responding to Rick's pleas.

Rick's ears perked up as he heard the footsteps on the walk outside, and the turning of the doorknob. Eagerly, he ran to see who was at the door, expecting his friends had been playing a prank.

8-Ball was just about the last person Rick expected to see standing there, particularly as he flicked one of the large rocks in the front garden at Rick with his jet-propelled cue stick.

Rick barely managed to dodge the stone, which roared past him and thudded into the opposite wall with a sickening crunch. Calling frantically for help, Rick fled towards the back door with 8-Ball in hot pursuit.

The back door was no better, as the Chain Gang smashed his way with a brutal kick from his booted foot. All four of the Chain Gang's voices laughed hysterically as he grabbed Rick, who suddenly felt deathly cold as the Chain Gang began draining the life out of him.

Somehow managing to break free, Rick fled again as the Chain Gang joined 8-Ball on his murderous chase. He ducked into the bedroom, hoping to escape through the window.

Unfortunately, Rick found that he'd blundered into the laundry room, deceived by the illusions cast by Spectra's green light. The rainbow woman herself very nearly took Rick's head off with a blast of sharpened yellow light, which Rick barely managed to duck. Fleeing from the room, he tried once again to escape…

…only to find Lullaby waiting for him in the hallway, her hideous singing sapping Rick's willpower and lulling him into a zombielike trance.

He felt a sudden surge of hope, realizing that Lullaby was probably stupid enough to affect the rest of Sleepwalker's enemies with her singing. When they were put into trances, and Sleepwalker was able to emerge into the real world, he would be able to deal with them all with little fuss.

But 8-Ball, the Chain Gang and Spectra didn't fall asleep.

They gathered around Rick, grinning wickedly as Rick felt himself losing consciousness.

Even as his mind began to go blank, he frantically pleaded with Sleepwalker to emerge.

But Sleepwalker never came.

* * *

God, what a dream-Red felt a terrible headache as he struggled out of bed.

Staggering into the bathroom, Red realized he looked like hell as he stared at himself in the mirror.

Just how much did he have to drink last night?

He tripped and crashed on his way back to bed, badly twisting his ankle as he tried to get up. The pain was excruciating, more than it should have been.

It was all Red could do to suddenly run back into the bathroom and begin vomiting, something he'd never done before.

Something was seriously wrong, Red realized as he got a good look at himself in the mirror.

His complexion was pale, as if he hadn't had much sun recently, while his muscles were limp and flaccid. He'd begun developing a fair-sized gut, the result of too much beer and not enough exercise over the last week.

Anger and disgust filled Red as he realized just how badly he'd been slacking off on his conditioning.

His headache began throbbing worse than ever.

* * *

Still shaken by Julia's harsh critiques, Alyssa made her way out onto the back balcony to practice some of her dance routines. She'd always preferred dancing over exercise or sports like basketball, combining her love of performing with her desire to stay in shape.

Alyssa thought it was odd that she'd brought a pair of red dancing shoes with her-she could have sworn she'd brought her beige ones. Not that it really mattered, since she'd only be doing a few basic steps and stretches as part of her morning workout.

It was while she was beginning to move that she realized her feet weren't obeying her. Much to her own astonishment, the red shoes were making her jump, twirl and spin as if they had a mind of their own, dancing her down the back steps and away from the house. Alyssa continued to dance on her merry way, the red shoes carrying her into the woods despite any attempt she made to stop.

She grabbed at trees and boulders to try and stop herself, but she always lost her grip when the red shoes pulled hard enough. Alyssa continued for hours, pirouetting past trees and prancing down trails, until the shoes finally let up. Breathing heavily, Alyssa slumped down on a rock and tried to remove the red shoes.

They wouldn't come off.

She tried harder.

They still wouldn't come off.

Once she'd rested enough, the red shoes made her kick up her heels again and she was soon on her merry way.

It was then that Alyssa remembered the Hans Christian Andersen fairy tale of the red shoes and the ghastly end that Karen had met.

* * *

The storm grew worse, as Julia sat numbly in Kenny's recreational vehicle, stunned by her ghoulish discovery of Cyrus and his severed head. She could barely think, much less move, only managing to wonder where the rest of her friends could be. Judging by Cyrus's horrible fate, it didn't look good.

She looked up and stared out the window.

The rain just kept on coming.

Filthy and exhausted from her trek through the mud and the rain, Julia desperately wanted a hot bath and a good, long sleep. Unfortunately, neither one seemed likely in coming for a very long time.

Rubbing her temples in exhaustion, Julia took a deep breath and then exhaled, before she tried to start the RV once again.

Once again, the engine wouldn't turn over.

Julia briefly considered trying again, but simply gave up, slumping down in the driver's seat.

She simply couldn't bring herself to do anything else.

The lightning flashed.

* * *

Cyrus finally rolled off his chair as the anime ended. Grumbling as he got up, Cyrus took the DVD out of the player and waddled off to get a new one, perhaps _Miyuki-Chan in Wonderland _or _Bubblegum Crisis. _His snout wrinkled at the disgusting smell of his filth, noting that it had been a while since the last time he'd had a bath or a shave.

It was a fair amount of work to finally get the DVD in between his front hooves, but Cyrus finally did it. Trotting back, he managed to insert the DVD into the machine before pushing the Play button. Finally plopping back down in his chair, Cyrus squealed in displeasure, forgetting that he'd relieved himself in the chair at least three times already.

Finally settling himself back in his pen, Cyrus leaned back and started the movie, shifting once or twice before his curly tail was finally comfortably arranged.

* * *

Kenny stared in amazement at the dead corpses of the scarecrow killer, victims of the rampage the scarecrow had gone on after he'd come to life. Witnessing a movie killer come to life and begin impaling the moviegoers on his pitchfork was an almost surreal experience, particularly since for some reason the scarecrow had left Kenny alone.

Most of the victims had been skewered on the scarecrow's pitchfork and then braced against the theater seats so the scarecrow could pull his weapon free. Others had been dragged around until the scarecrow could tear his weapon free, leaving trails of blood and guts everywhere. Some had been drilled through the head, while others had been impaled through their chests. One or two were even caught by their limbs, which were swiftly torn off by the scarecrow, just to make his victims suffer a little more.

Leaving the theater, Kenny followed the scarecrow's deadly trail, finding the dead bodies of everyone else in the multiplex, in the outside streets, and through the rest of the city. The carnage included what looked like people who tried to stop him, as police officers and civilians alike had died with guns in their hands. A few superheroes looked like they'd met a bloody end as well, but they were so badly mutilated that Kenny couldn't recognize them.

It wasn't long before Kenny was driving out of town, still following the scarecrow's trail.

_

* * *

_

I can sense my destination, and I can sense the fear of the victims.

_I'm so close, so painfully close, but they chose their time and place well. _

_All I need is just a few more minutes, but I know that I'm going to be too late. _

_Unless a miracle happens, all is lost._

* * *

As Rick fell asleep, Sleepwalker stirred from his meditation and prepared to pass through the portal leading to the human world. Before he could do so, however, he felt something piercing Rick's mind. Almost immediately, Rick's mind began to react, as it began dreaming. Even as it did, Rick's mind began to flash in and out of consciousness, seemingly going from sleep to…

Sleepwalker's otherworldly senses were screaming at him that something was appallingly wrong here, even as he tried to concentrate and figure out exactly what was attacking Rick's mind. There was _something _he just couldn't quite place, even as it seemed maddeningly familiar to him. That wasn't what concerned him, though-as he focused his senses, Sleepwalker realized there was something else lurking on the fringes of Rick's consciousness, ready to take its turn assaulting his mind.

Whatever these things were, they were using the connections of Rick's open mind to attack him while he was asleep. Sleepwalker realized that, if he passed into the human world and woke Rick up, he might be able to free him.

It was a simple matter for Sleepwalker to manifest next to the sleeping Rick in the real world, but poking, slapping and finally shaking Rick awake proved to be much more difficult. No matter what he did, Sleepwalker just couldn't seem to rouse his human host.

It was then that Sleepwalker felt the same vibrations in the real world. Sensitive as he was to demonic possession, Sleepwalker felt the same sensations emanating from Rick's friends, as he realized they too were under attack. He briefly checked Alyssa and Julia, realizing that they were under attack as well.

Sleepwalker thought briefly about what to do, before he nodded in determination. Normally, he would never have used his warp vision on humans, but when it was directed against the victims of demonic possession the demons suffered the effects of the attack, while their victims were unharmed. Even with that in mind, Sleepwalker had never felt right using his warp beams on humans, even when they were demonically possessed like John Edward Cicala's human hosts-for him, it had always been a last resort.

Rick and his friends shuddered, their bodies twisting as they were affected by Sleepwalker's warp vision. Much to the alien's horror, he felt the demonic presences fighting back, something not even Jack the Ripper had been able to accomplish. He simply kept up the fight, spreading his power among Rick and his friends.

Sleepwalker continued to push, but the demonic presences, whatever they were, were pushing back. Try as he might, Sleepwalker just couldn't seem to dislodge them from his human friends' minds…

…but in was in that moment that Sleepwalker found an opening.

The alien realized that the minds of Rick and his friends had become linked in some sort of shared nightmare. Although his warp beams hadn't managed to break the hold on his human friends' minds, Sleepwalker knew he'd pushed hard enough to get an opening.

Grabbing Rick's head, Sleepwalker began mindcasting, using the same technique he'd previously employed to free Julia from the mindmite sent by Mr. Jyn. Concentrating intently, Sleepwalker probed Rick's mind until he found the connection he used to cross into the human world. Never letting up with his warp vision, continuing to fight against the demonic possession, Sleepwalker took hold of the connection between Rick's mind and the human world.

Sleepwalker vanished as he projected himself back into Rick's mind, going back along the pathway he used to leave it.

Within Rick's mind, it didn't take Sleepwalker long to find the connection between Rick and his friends. The alien eagerly followed it, determined to find out just what was responsible for attacking their minds.

And show them what a real nightmare looked like.

_

* * *

_

I finally arrive at the cabin, hoping against hope that I'm not too late.

_For some reason I can't discern, all six victims are gathered together on the couch. I glance from one to the other, and I can see that, somehow, they've managed to hold on long enough for me to arrive. _

_Either these kids have some sort of guardian angel watching over them, or some sort of miracle's occurred here tonight. _

_It doesn't matter which-either way, I'd smirk at the irony, if I could. _

_But I don't. Instead, I look at the scene with a different set of eyes, even as I hear the thunder crashing loud enough outside to wake the dead. _

_I connect with the victims' minds, steeling myself for my fight against the killers as I enter into the nightmare world. _

_Try as I might to shake off the images, they keep coming anyway. _

_I see Johnny Blaze, dead at the Orb's hands._

_Stacy Dolan…turned into…oh god…_

_Roxanne…I'm still searching…_

_Vengeance. _

_It's all I've got left. _

* * *

It was so unlike the living nightmare Cobweb had created with Kevin MacTaggart's reality warping powers, twisting New York into a nightmare city that became more perverse the further one ventured into it.

This new nightmare world was entirely different, resembling nothing so much as an ethereal tunnel of mist that stretched for as far as Sleepwalker's eyes could see. Shifting colors flowed like a river, seeming to reverberate the further along Sleepwalker went. The red of dried blood combined with the yellow of human urine, both colors ebbing and flowing to the slow, steady rhythm of what seemed like a heartbeat, which vaguely echoed to Sleepwalker's ears.

Sleepwalker merely flew down the tunnel, bracing himself for a fight. His senses had been right-there were two of the demonic presences, although Sleepwalker couldn't exactly determine what they were. They might have been vaguely familiar, but as much as Sleepwalker wracked his memory, he couldn't place them.

The mists seemed to coalesce around him, the swirling colors of yellow and red separating and taking on increasingly tangible forms. The red mists shaped themselves into a blurry humanoid form, which was difficult to discern except for the blood red mask, which was itself streaked with black stripes that formed a jagged X pattern across the face, and from which a pair of malevolent eyes gleamed. The yellow mists took on a much more solid shape, that of a human dressed in ragged farm clothing and a broad-brimmed hat, wearing what looked like a mask made of burlap covering its face.

Both creatures stared at Sleepwalker intently for a moment, before the creature in the red mask seemed to speak.

The red-masked creature noted that the game seemed to have been much more complicated than they expected.

"_Never thought I'd see a Sleepwalker in this neck o' the woods," _the creature in the yellow burlap mask replied. _"Heard 'bout you and yours-always gotta try and protect these people. Just can't leave me dead in peace-always harassin' me even after I done gone?" _

"_I do not know you," _Sleepwalker replied as he stepped into a fighting stance, _"but it is readily apparent that my peoples' reputation precedes me. You are aware of the responsibilities of my calling-I shall sunder your hold over these innocent minds and banish you from their presence." _

The red-masked creature pointed out to Sleepwalker that there were two of them and only one of him.

Sleepwalker's only response was to charge forward, casting his warp vision at the monstrous things, whatever they were. The mists stirred up again as they fought, yellow fear mingling with red despair and piercing through Sleepwalker's mind.

Red was the slowness of death, that creeping feeling that reminded its victims that their end would come. Sometimes it was old age, sometimes it was a disease, sometimes it was an accident. Time ran out so slowly, but run out it did, and eventually, it caught up to everyone.

Deathwatch saw its victims' ends, fascinated by the emotions that passed through their minds on the verge of death. Confusion and loneliness, hurt feelings from rejection, mental atrophy, realizations of personal failure, pure despair, and witnessing horror were the tools of its trade.

Sleepwalker wasn't exactly sure what the thing was-so far as he could tell, Deathwatch simply _**was **_Deathwatch.

Yellow was that pure sense of terror, a primal sense of fear that confronted its victims with the boogiemen in the closet, the things that went bump in the night, the sense of panic and horror that arose in people when they realized that their lives were going to be snuffed out

In life as in death, the Scarecrow relished in killing them to understand how they felt when they were forced to experience their hidden fears. Old grudges borne to a murderous conclusion, the shock of seeing loved ones murdered, seeing the horrors of fantasy brought to life, being unable to defend against one's worst enemies, joys and passions turning to horror and suffering, and devolving into creatures that reflected one's worst traits were his favorite tricks.

Sleepwalker caught glimpses of the Scarecrow's life as Ebenezer Laughton, the Scarecrow Killer, who had gone on a murderous killing spree across the rural Midwest. Dressed as a scarecrow and impaling his victims on his pitchfork, Laughton claimed sixteen victims before he was eventually caught by the police and executed for his crimes. But death wasn't the end for the Scarecrow, living on as he did in the dreams of his victims and savoring the terror they felt when they realized he was coming for them.

The alien hero viciously struggled against his opponents, knowing that if he failed, Rick and his friends were as good as dead. Remembering the oaths he'd sworn to Rick and Alyssa, the Sleepwalker fought on for all he was worth despite being sorely pressed.

Another presence came into the nightmare, what seemed to be another creature of darkness intending to slay Sleepwalker. Much to the alien's surprise, though, Deathwatch and the Scarecrow broke off the fight and regrouped, glaring hatefully at the new arrival. Dressed in a black leather jacket, dark blue jeans, and heavy workboots, the creature could have passed for a member of a biker gang except for the fact that its head was a bare, fleshless skull. Even more unnerving, the skull was on fire, giving Sleepwalker uncomfortable memories of Fever Pitch.

"_Couldn't leave well enough alone, could ya?" _the Scarecrow sneered at the skull-headed biker, who uncoiled a long chain and cracked it like a bullwhip. _"Just hadda come after us an' piss in our cornflakes?"_

"_Vengeance demands no less," _the skeletal biker replied, his eyes glowing with a bright inner light all their own. _"Your perverted game has claimed too much innocent blood already." _

"_A game?" _Sleepwalker demanded, his eyes flaring wickedly as he felt a boiling rage well up within him. _"These monsters are slaying their victims for no greater motivation than amusement?" _

"_It is a competition between them," _the skeletal biker replied, _"for they seek to determine which method of murder is more effective, whether subtle psychological insinuation or outright mental terror. The land runs red with the blood of their victims, who cry out for the vengeance that I will deliver. So swears the Ghost Rider." _

"_Looks like we go ourselves a showdown, pal o' mine," _Scarecrow leered at Deathwatch. _"I suppose it's past time for Suzie Q to be gettin' some exercise anyway," _he chuckled, as a long and bloodstained pitchfork materialized in his hands.

"_Let's dance!" _he whooped, charging at Sleepwalker as Deathwatch advanced on the Ghost Rider.

_

* * *

_

Everything turns bloody red as Deathwatch attacks me, striking from every angle as it tears into my mind. I'm reminded of everything I've gone through since I realized I was the Ghost Rider's avatar, since I was turned into a skeletal freak. I lash out at him, but Deathwatch pierces my mind, reminding me of my failures, all my anger, all my defeats. That's the truth behind Deathwatch-it drives its victims further into despair until they can bear no more, before it finally crushes their spirits and watches them die.

The Orb shatters John Blaze's mind.

_I can sense the link it has formed with its six latest victims, people barely more than children, and I realize it may already be too late. All I can do is hope to bring them vengeance. _

I'm confronted by the thing that used to be Stacy Dolan.

_The other entity is fighting the Scarecrow, and we can't help each other. _

I realize that Centurious kidnapped Roxanne…or am I merely being subjected to another of the Orb's illusions?

_My rage mounts, as I unleash my hellfire. Bizarrely, it seems to pass straight through Deathwatch without harming it. I strike with my mystical chain, but while it has some effect, it's not enough to fight Deathwatch off. _

Everything's just about burned away. All that's left is the Ghost Rider.

_The Ghost Rider…_

_My hellfire, which tears through a victim's soul, doesn't seem to have any effect on Deathwatch. But now, Deathwatch is linked to my mind, he's connected to my soul. _

_I turn my hellfire inwards, in on myself. It feels so good, a delicious, searing agony that wracks me to the core of my being. I scream out loud, all my passions ripped from my mind and brought to the forefront of my being. _

_Deathwatch shudders in agony, as all my emotions are set on fire and brought to the forefront of my being. Its despair and sorrow are shattered, and it tries frantically to pull out of my mind. I maintain the connection and pull it back in, keeping an iron grip as I subject myself to another wave of hellfire. _

_Finally, Deathwatch manages to escape, reeling from the pain. I strike at it with my mystical chain, savoring the pain it feels as I hit it once, twice, three times. _

_Its connections to its sleeping victims are broken, as it tries to flee. _

_I catch it with my chain, and drag it back in. Its mask is solid now, and I turn it around to face me. _

_It feels my Penance Stare. _

* * *

The Scarecrow's first thrust with his pitchfork was neatly dodged by Sleepwalker, who focused his warp beams on the floor of the chamber and crafted a pair of short stabbing spears. Rolling past the Scarecrow, Sleepwalker snatched the spears up, one in each hand, and lunged at the Scarecrow. The Scarecrow's next thrust was deflected by one of Sleepwalker's spears, before the alien drove his other blade deep into the monster's side.

Howling with pain, the Scarecrow tore his pitchfork free and rammed it into Sleepwalker's leg before the alien could withdraw it. Twisting his weapon to widen the wound, the Scarecrow grunted as Sleepwalker tore his bloody leg free from the pitchfork and came at him again, thrusting from every angle.

_"You just like them law 'n order types who stuck that needle in my arm," _the Scarecrow hissed, leaping over Sleepwalker's spear thrusts before landing behind the alien and raking him across the back with his pitchfork. _"Ya'll oughta know you can't stop me. I'm the fear, I'm the terror, I'm the horror! I'm what kept them awake at night, knowin' that if they let their guard down, I could find a way in. Still works that way-I see you in your dreams, make 'em my own. They're your dreams, but they're my rules." _

Sleepwalker had spun around and deflected the Scarecrow's crazed blows as the monster raved. Finally crossing his spears in front of him and catching the pitchfork, Sleepwalker pushed them up, raising the Scarecrow's arms and leaving his midsection wide open. Slamming the Scarecrow in the gut with a hard kick, Sleepwalker followed up with a blast of his warp beams to throw the monster off balance. As the Scarecrow tried to rally, Sleepwalker raked him across the chest with his spears, before ripping his arms and then tearing his legs. He followed up with another blast of his warp vision that sent the Scarecrow reeling.

_"And you are a representative manifestation of everything I loathe and despise in this world," _Sleepwalker replied, seething with rage. _"You victimize those who cannot hope to protect themselves from your depraved intrusions, relishing in their suffering and terror. How, then, do you fare against an opponent who possesses the capacity to confront you on your own terms, and who does not fear you?"_

_"I hold my own just fine, by the looks o' all things," _the Scarecrow replied, as he thrust his pitchfork into Sleepwalker's gut and tore several long, bloody lines up his torso. As Sleepwalker staggered, the Scarecrow tossed him with his pitchfork into the air, before twisting his weapon around and driving Sleepwalker down into the ground, pushing the pitchfork deeper into his body. _"All's I see before me is something too frickin' dumb to know when he oughta be scared." _

_"Your words belie your ignorance," _Sleepwalker shot back as he unleashed his warp vision, catching the Scarecrow right in the face and blowing him away so he released his grip on his pitchfork. Rising to his feet, Sleepwalker grabbed the weapon and pulled it out of his chest, before tossing it aside. _"I am an indigenous resident of the mental plane, born among the thoughts and dreams of the waking world! I have been confronting infinitely more powerful and depraved monstrosities in this dimension for centuries before the commencement of your misbegotten existence!" _

So saying, Sleepwalker tossed aside his spears and picked the wounded Scarecrow up. His eyes flared wickedly as he blasted the ragged monster again, before delivering a merciless beating that continued even as Sleepwalker resumed his speech.

_"I feel naught but contempt and loathing for my enemies who dwell in the world of humans," _Sleepwalker declared. _"They abuse and waste their abilities with their criminal pursuits, whereas they might pursue more constructive ends. But entities such as yourself, monstrosities such as Cobweb and Psyko, arouse my truest and deepest hatred. They feed on nightmares, terror and suffering, thriving on the misery of their victims." _

_"Remember this, monster," _Sleepwalker scowled as he dropped the Scarecrow with a final, vicious haymaker. _"Wherever you go and whatever evils you attempt, I will find you. I will find you and I will crush you. I will do it as often and as brutally as I must." _

With that, Sleepwalker reached out through the dream, taking hold of the Imaginator he had left in Rick's mind for safekeeping. The star-like medallion glowed brightly as Sleepwalker activated its power, shining until it engulfed the battered Scarecrow. It then expanded to cover the seemingly lifeless Deathwatch, who lay in a heap after being subjected to the Ghost Rider's penance stare. Both the monstrosities faded under the pure light of the Imaginator, banished to the nether regions of the Mindscape.

Sleepwalker and the Ghost Rider stared at each other for several moments.

_"Vengeance," _the Ghost Rider said calmly.

_"Justice," _Sleepwalker replied.

_"These youths are in your care?" _the Ghost Rider asked

_"I am bound, both by circumstance and moral responsibility, to protect them," _Sleepwalker nodded. _"It is the justification for my existence." _

_"A situation for which I sympathize," _the Ghost Rider said, before he turned to leave. _"Is it unfair to say that we are mutually indebted to one another for our assistance and cooperation?" _

_"It is an assessment that I would deem appropriate," _Sleepwalker nodded. _"Farewell, and may you find the peace that you seek, whether in this world or the next." _

The dream world was beginning to fade, as the link between the minds of Rick and his friends were broken. After making one final check to ensure that Rick's friends would be all right, Sleepwalker returned to Rick's mind and then passed from there into the real world. He took the time to return Rick's friends to their beds, before stepping outside to patrol the area and ensure they were truly out of danger.

Above him, he saw that the storm had ended, and the skies had begun to clear.

Rick and his friends could sleep soundly now. They would have no memory of the nightmare-all they needed to know was that their protector was watching over them.

That was all that mattered.

(_**Next Issue:**_ Coming back to New York, Rick and his friends return to their regular lives. When Alyssa's parents come down from Albany to a visit, Rick finds that his relationship with them becomes considerably more complicated than he'd thought at first. There is little Sleepwalker can do to help Rick, as he struggles to deal with a sharp rise in street violence that erupts because of a war between the New York crime syndicates. To make matters worse, the Chain Gang escapes from Ravencroft Asylum, and returns to New York with robbery and murder on his mind! All this and more in _Sleepwalker #47: Gang War!)_

_

* * *

_

Fancy-boy Sleepwalker trapped me in some fancy Mindscape joint. His fancy lil' pig-badge shone its oh-so-heavenly light, ain't no good fer a bad man like me. So nows I'm locked up with all th'other baddies of the Mindscape, where I guess I'm s'pposed to stay for my time out.

_Not too much skin offa my nose, though-I found a way outta jail the first time the human pigs caught me. Gave Suzie Q five more kisses afore they caught me again, then they stuck the needle in my arm. Same thing with this hole in the Mindscape-I know there's a way out. That's the thing about fear-it always finds a way. _

_See now, I bet ol' Sleepy-kins and them kids he was guardin' would be pretty happy to see their ol' Uncle Ebenezer again real soon…_

_I always wondered what six of 'em screamin' all at once'd sound like…_


	52. Gang War

David Hayworth scowled resentfully as he looked through the cell door of the Ravencroft Asylum for the Criminally Insane. It sickened him to think of what had happened to his brother Willis after he'd returned from Iraq. Willis had always been so tough and so strong, before being reduced to scrounging in dumpsters for food and arguing with the rest of his fractured personalities. With four split personalities that were identical to those of his dead war buddies, Willis had taken to calling himself the Chain Gang, using the superhuman powers he'd developed to take something back from a country that had fucked him over.

That was before he'd run into the Sleepwalker, who had defeated the Chain Gang before he was imprisoned in Ravencroft. Now, except for the mass breakout organized by Psyko, Willis was trapped here, caged like an animal while the headshrinkers used him as a guinea pig for their fancy theories. David had only found out who the Chain Gang really was through some of his friends in the New York Police Department, who had identified Willis after they'd arrested him. He'd tried to visit Willis a few times, but Willis had always refused to see him.

David himself had crossed paths with Sleepwalker a few times during his time with the Office of Interrogative Requisitioning, or the Thought Police as it was sardonically referred to by David's commanding officer. Codenamed Nightstick, David served the Police with both his superhumanly enhanced strength and the heavy metal batons he wielded in combat. He had rallied the rest of the Police to go after Sleepwalker once again, but the bug-eyed freak had soundly defeated them and their commanding officer had eventually barred them from attacking Sleepwalker after that.

David seethed inwardly as he looked at his younger brother rocking back and forth in the corner of his cell, arguing with himself as his four personalities spoke through one voice.

* * *

SLEEPWALKER #47

"GANG WAR"

* * *

Rick Sheridan still wasn't entirely sure how his friend Kenny Anderson had managed to convince his parents to let them borrow their luxury-class recreational vehicle and upscale mountain cabin for a week, but he wasn't about to question his good fortune. Everything had gone better than he could have hoped, with all of his closest friends learning about Sleepwalker and finally understanding just why he'd gone off his rocker all those months ago.

Although they had come back on the Fourth of July, Rick and his friends were essentially partied out and more interested in unpacking and getting ready to go back to work. Kenny had dropped Rick, Alyssa Conover and Julia Winhill back at their apartment building, and was now leaving to take Red Ericsson and Cyrus O'Donnell back to theirs. Once he'd dropped his friends off, Kenny planned to take the RV back to Albany and then get a ride with Alyssa's parents back to New York when they came out for a visit.

After they had unpacked, Julia had gone out to a meeting with Gwen Stacy to get caught up on some activist cause or other, leaving Rick and Alyssa to enjoy a pleasant home-cooked meal.

"God, I love your garlic toast," Rick said with a blissful look on his face as he tore into his third piece. "How do you get it this way?"

"It's an old family recipe," Alyssa replied. "One of my great grand-uncles got it from his Italian wife."

"It's delicious," Rick sighed.

"Dad's is a lot better than mine," Alyssa smiled. "You should try it when he and Mom come to town next week."

"So what are their plans when they come into town?" Rick asked.

"Mom and I are going to go shopping," Alyssa grinned when she saw Rick roll his eyes in mock weariness. "Dad's probably going to say hello to some friends of his and then take in a Yankees game. He tries to get a good enough seat so Alex Rodriguez can hear his jeering."

"Alex Rodriguez?" Rick asked in surprise, raising an eyebrow.

"If there's one thing that sets Dad off, it's the obscene amount of money sports stars make these days," Alyssa explained. "There's no way anyone who chases a piece of cork wrapped in leather for a living deserves twenty-five million dollars a year."

"I wouldn't know," Rick shrugged. "All I do know is that I often find ballet to be much more engaging and entertaining to watch than basketball or baseball."

"And why's that?" Alyssa asked wryly.

"Look in the mirror and find out," Rick grinned mischievously.

They both laughed.

* * *

"Another day, another supervillain attack," Thomas Morgan sighed as he put down his newspaper. "Honestly, why do so many of these costumed fools come to New York?"

"Ray would possibly have been able to tell us," his wife Lillian put in.

"And he would have made himself useful for once," Thomas sniffed. "Did we lose anything in this robbery?" he asked, handing the newspaper over to Lillian.

"Thankfully, no," Lillian noted. "Although why anyone would be a customer of _that _bank, I can't possibly fathom."

Thomas only snorted in contempt.

* * *

Sleepwalker raised the pavement with his warp beams to deflect the bullets the gangsters shot at him, before leaping back towards the sidewalk and tearing a streetlight free with his incredible strength. Focusing his warp vision on the pavement beneath the gangsters' feet, Sleepwalker made it soft and spongy. As the gangsters struggled to escape, their feet suddenly sinking into the street, Sleepwalker twisted the streetlight with his warp beams to wrap around his foes and bind them. Dragging the imprisoned gang members away, Sleepwalker used his warp vision to repair the damage he had done to the streets before turning to the police officers he'd saved.

_"You are unharmed?" _Sleepwalker asked one of the officers, as the other one called for backup.

"Yeah, but we'd have been SOL if you hadn't helped us out," the cop replied.

_"Tonight alone I have intervened in no less than four outbreaks of violent confrontations in the streets," _Sleepwalker frowned. _"Are you aware of the reasons for the dramatic increase in street violence?" _

"Where have you been?" the cop scoffed, as his partner came back to join them. "We've been dealing with a goddamn gang war for the past week! What, you don't read the newspapers or something?"

_"Forgive my indiscretion," _Sleepwalker said in some embarrassment. _"I have been unable to respond to the crisis as effectively as I would have preferred, due to my previous indisposition." _

The two cops just stared at him.

"Whatever, man," the cop rolled his eyes. "Anyway, no reason for us to be wasting time shooting our mouths off," he muttered as he turned away to follow his partner.

Shaking his head, Sleepwalker took to the skies, honestly wondering if it was a good idea for Alyssa's parents to be coming out to New York in the middle of all this street violence.

* * *

8-Ball grinned in satisfaction as the dumpster smashed through the front wall of the betting parlor, sending the people inside scrambling for cover. With his free hand, he tossed in a pair of ball bombs as he walked into the building through the gaping hole he had created, shattering the computers and TV equipment at the back. All that remained now was to loot the safes, which the Ox had agreed would be his payment for this job.

It felt good to be back as a supervillain. When the Kingpin's syndicate had gone to war with its rivals, Jeff Hagrees eagerly volunteered his services as 8-Ball. He'd already hit another betting parlor earlier this evening, and this next one would be a job well done.

"Do you realize how stupid you look in that getup?" 8-Ball heard a mocking voice behind him. Turning around, 8-Ball scowled behind his helmet as he saw a tall man in a black and white costume with a target symbol on the forehead of his mask, leaning against the hole in the wall 8-Ball had created. A mocking smile played on the man's lips, as he held a broken piece of rubble in his hand.

"Bullseye," 8-Ball spat in disgust. "You're working with the Maggia now?"

"Why have the rest, when you can have the best?" Bullseye smirked. "Silvermane knows talent when he sees it…which is more than I can say for the Kingpin or the Ox."

"What the hell are you talking about?" 8-Ball demanded, as he stepped into a fighting stance.

"You know exactly what I mean," Bullseye rolled his eyes. "You're a low-rent C-Lister. The Kingpin must be really desperate if he's sending someone like you against his competition."

"A C-Lister, huh?" 8-Ball scoffed. "So what does that make you?"

"That makes me A-List," Bullseye grinned. "And that also makes _you _my next target." With lightning reflexes, Bullseye suddenly flung the piece of concrete in his hand at 8-Ball, before springing into the air.

The concrete came too fast for 8-Ball to react, slamming into his chest and knocking him on his back as Bullseye tossed several shuriken at him. Rolling to one side, 8-Ball tossed a ball bomb with his free hand, which shattered in a bright flash of light and blinded Bullseye. His eyes dazzled, Bullseye continued to toss the shuriken in the direction 8-Ball had been heading, but the billiard-headed criminal had anticipated that and quickly shifted direction. As Bullseye landed on his feet, 8-Ball launched a table at him with his jet-propelled cue stick. Before Bullseye could react, the table smashed into him from behind and knocked him flat on his face.

No longer amused, Bullseye sprang to his feet and tossed several pieces of broken wood at 8-Ball. Knocked off balance by the barrage, 8-Ball couldn't defend himself against the knife that drew blood as it slammed into his gut. His body armor protected him from the worst of the blow, but it still hurt. Bullseye hurled several more knives at 8-Ball, but the billiard-headed criminal shot several pieces of rubble with his cue stick to deflect the blows.

"You really should have stuck to pool hustling," Bullseye mocked his opponent as he dodged the concrete block 8-Ball flicked at him. "See now, I'm a stone-cold killer. You're just a small-time hustler with a really stupid outfit. Who do you really think is going to win this fight?" So saying, he picked up a long piece of wood and flung it at 8-Ball's legs, tripping him up. As 8-Ball stumbled, Bullseye tossed several pieces of the broken bar at 8-Ball, striking him all over.

Blood flowed from several wounds as 8-Ball retreated behind the dumpster he had smashed his way into the betting hall with. Flicking it again with his cue stick, he sent it flying at Bullseye, who almost casually dodged it and sprung into the air with a practiced flip. The dumpster shattered, sending several long pieces of metal flying through the air until they caught onto several smaller piles of debris, all of which missed Bullseye.

"You missed me!" he laughed mockingly.

"Did I, now?" 8-Ball asked as he quickly measured the angle and took another shot with his cue stick, this time hitting part of the building wall that had remained standing after he'd smashed a hole in it with the dumpster. The broken and twisted concrete flew at Bullseye like a guided missile, even as Bullseye tried frantically to avoid it. Caught in mid-leap, he couldn't get out of the way in time and the concrete block caught him square in the shoulder and the arm, dislocating the former and breaking the latter with a sickening crunch.

8-Ball's triumphant laugh was drowned out by Bullseye's screams of pain, even as Bullseye struggled to get to his feet. Although he'd lost use of one of his arms, Bullseye could still use the other, and he pulled a long knife from his belt as he looked for 8-Ball, murder in his eyes.

"That does it!" he rasped. "You're going to die slow!"

"Big words, small action," 8-Ball laughed from behind him. Bullseye whirled around to throw his knife, but 8-Ball was faster and tossed a ball bomb onto the floor. The bomb exploded, filling the betting parlor with a thick mist that made it impossible for Bullseye to see. Unable to aim for the moment, he switched from using his eyes to his ears, trying to pick up his target's position by his footsteps. He heard 8-Ball sneaking around in another direction-

No.

God no.

The long, jagged piece of metal that had broken off and landed on a pile of rubble, fired on its own by 8-Ball's deadly cue stick, loomed out of the mist. It punched right through Bullseye's armor, goring him in the stomach and coming out his back. Its momentum kept carrying him until it thudded into the back wall, Bullseye hanging off it like a morbid hunting trophy.

8-Ball emerged from the mist to contemplate Bullseye, impaled through and through with a six-foot piece of jagged, twisted metal. He looked from the expression of searing agony on Bullseye's face to the rapidly accumulating pool of blood splashing on the floor to Bullseye's increasingly desperate and shallow breathing.

"Well now, who'd have thought a big, tough A-Lister like you would be beaten by a petty C-Lister like little old me?" 8-Ball sneered. "Here's a little something for you to think about on your way to hell…"

"This whole concept of A-List, B-List, C-List, whatever, is bullshit. Bull. Shit. Most of the time it doesn't even fit into just how good someone really is. I might not be Doctor Octopus, but that doesn't mean I'm not dangerous. Only an idiot dismisses someone because of how low he apparently ranks on some glorified pecking order," 8-Ball concluded.

Bullseye tried to say something, but all he could manage were a few feeble croaks. His good arm and his legs twitched briefly, then stopped moving altogether as the light left his eyes.

A final sadistic urge seized 8-Ball, as he climbed up so he was next to Bullseye's corpse. Lining up his cue stick, he took careful aim before firing a masterful shot that knocked Bullseye's head off his shoulders, sending it flying through the air before bouncing off a far wall and landing in a wastebasket that had somehow avoided being knocked over in the melee.

8-Ball grinned wickedly. He'd won many other pool matches with bank shots, but somehow this one seemed all the sweeter.

Whistling merrily, 8-Ball turned to the betting parlor's safes, which he easily smashed open with his cue stick. He loaded the cash into his transport, a round hovercraft that resembled a giant 8 ball, and flew away into the night.

When he got back to the Kingpin's base and began counting the money he'd stolen, 8-Ball found that he'd gotten over $300,000 in cash.

Not too bad for one night's work.

* * *

Sleepwalker came down in front of Bellevue Hospital, gently putting down the large impromptu stretcher he had used to carry the gunshot victims. He had used his warp vision to reshape much of the broken rubble and twisted metal at the gunfight into a stretcher on which the victims could rest comfortably, before dropping it off at the hospital. Even as he broke the gunshot victims out of the restraints he'd used to keep them from falling off the stretcher, Sleepwalker noted how frantic and harried the hospital workers were, as they tried to cope with the fallout from the gang war.

_The situation in which New York City finds itself is not dissimilar to that of the Mindscape, _Sleepwalker reflected. _An unceasing and demanding struggle against the darkness, with an outcome that is forever uncertain. _

He was reminded of something N'ogskak had told him, many years ago.

_"The way of the Sleepwalker is a noble calling, but all too often do we overlook the perspectives of those we protect, and our crusade becomes regrettably impersonal,"_ _N'ogskak told Terrens'k as they sparred. _

_"I do not fully comprehend the meaning of your discourse,"_ _Terrens'k replied. _

_"How many inhabitants of the Mindscape have taken the time to reflect upon the perspectives of the humans and other entities that inhabit the physical plane?" N'ogskak explained. "Only rarely do we bear witness to the sorrow and misery humans feel when they witness a loved one who has fallen victim to the assault of a monster from our own dimension. How many of them possess the capacity to fully comprehend the truth behind the ordeals they are suffering? We are fully aware of the reasons for their suffering, of course, but the vast majority of the sentient inhabitants of the physical plane possess no such luxury." _

_"Surely we are capable of expressing compassion and sympathy for their plight?" Terrens'k pointed out. _

_"Indeed, but you must remain aware that our involvement ceases when we have dealt with the monstrosity who preys upon the victim, whereupon we need no longer interact with the minds of the victim. We are not the entities who must cope with the struggle to reestablish our lives after the evil has been addressed. As Sleepwalkers, we must continue on to assist whoever else may be in need of our assistance, but those who are in need of our protection all too often have a very long road to travel," N'ogskak stated. _

So it was for the mothers who cried as their children died in their arms, the men who would never walk again after a bullet pierced their spine, or the people who could never again feel safe after falling victim to a home invasion.

_However much I might do to oppose the miscreants that cause the suffering and horror, _Sleepwalker realized, _I can offer little consolation or succor in their efforts to resume their lives. _

He wondered what N'ogskak would have thought of the situation.

* * *

"Hmmm, it seems the Nicholsons were arrested last night," Thomas Morgan commented as he read through his morning newspaper. "Apparently they've had connections to the Maggia for some time."

"How dreadful," Lillian shook her head disapprovingly. "Imagine, Thomas-those people were our neighbors. What were they arrested for?"

"Apparently they laundered a great deal of money for the Maggia," Thomas read from the paper. "Can you imagine what this will do to our property values?" he said as he lowered the paper and turned to his breakfast.

"They were a blight on our neighborhood anyway," Lillian shook her head. "Is there any indication that their criminal rivals might strike at them here?"

"No, it's mostly spread out in other areas of the city," Thomas replied, before he cited the areas where the violence was heaviest. "Apparently seventeen people altogether have been killed in the violence."

"But none of them around here?" Lillian persisted.

"No," Thomas replied without looking up.

"Good," Lillian nodded.

* * *

It was a warm summer night, but Cyrus O'Donnell felt extremely cold.

Sleep wasn't coming easily, as he was vaguely aware of waking up several times during the night before falling asleep again. He was caught between being fully awake and sound asleep, conscious enough to realize that he should be asleep, but not conscious enough to act outside of his own awareness.

Bizarre images and sounds danced on the edge of his senses, stirring up half-forgotten memories that were maddeningly familiar but couldn't be placed. One moment Cyrus felt as if he was falling, the next he was trapped in a burlap sack. He spun around in outer space like a planet, the next he was flying through the ether following the music of the angels.

Finally, he fell to earth like a meteor, all while spinning madly like a gyroscope. He woke up in a cold sweat, before falling asleep once again

And the cycle started again.

* * *

"Sleepwalker's seen some pretty nasty things in his nightly patrols," Rick said to Alyssa as they walked back from the grocery store a few days later. "He doesn't think your parents should come to New York, what with this gang war and everything."

"I already brought all that up with Mom," Alyssa frowned. "That only made her and Dad more determined to come down."

"Even after what happened to my parents?" Rick couldn't help but shudder. "They came to New York to try and help me, and…"

"Mom and Dad are really stubborn," Alyssa shook her head. "I tried to talk them out of it, and I said we could probably come to visit them some time, but they just kept saying how they had to come down anyway to bring Kenny back to New York. Besides, Dad is hell-bent on seeing his annual Yankees game. And Mom pointed out that the supervillains are always causing a ruckus in this town."

"Don't we know it," Rick grumbled.

"Actually…" Alyssa paused.

"What's up?" Rick asked curiously.

"When you go to sleep tonight, could you ask Sleepwalker a favor for me?" she asked him.

"You could just ask me right now," Rick pointed out. "Sleepwalker can see and hear everything that I can."

"Well, okay…" Alyssa replied, feeling slightly awkward. "Mom and Dad are going to be staying at the Clearmoon Bed and Breakfast. Do you think Sleepwalker could look after them during the night?"

"Of course he will," Rick replied, knowing what his alien friend would have said if he could have replied. "He might have to intervene if he runs into another crisis, though."

"That's alright," Alyssa nodded. "I'd just feel a lot better knowing that Sleepwalker would be watching over them.

Rick only smiled reassuringly, drawing Alyssa in closer.

* * *

It hadn't taken Elliot and Eileen Conover long to drop off Kenny at his dormitory or to unload their belongings at the Clearmoon Bed and Breakfast, before they took the subway to Rick and Alyssa's apartment building. Alyssa was overjoyed to see them both, and Rick noticed they hadn't changed much. Elliot was still the same massively built man with the thick dark beard and quiet demeanor, while Eileen resembled an older version of Alyssa herself, just as bright and outgoing as her daughter.

"Hello, Ricky!" Eileen said warmly, squeezing Rick in a hug after she'd done the same to Alyssa. "How are you doing?"

"Very good, ma'am," Rick nodded politely, before Eileen simply rolled her eyes in frustration.

"For the last time, it's Eileen!" she said in exasperation. "How many times do I need to tell you?"

"Er…sorry," Rick said awkwardly. "I'm just not used to…"

"Oh, pish posh," Eileen laughed. "I'm just glad to see you and Aly are all right, especially with all the craziness in this city…"

"I'm more worried about going to Yankee Stadium," Elliot interjected with a half-smirk. "You think supervillains are scary, try dealing with Red Sox fans."

"It's good to see you, sir," Rick nodded, shaking Elliot's hand tentatively.

"That's Elliot to you," Alyssa's father said wryly. "It's good to see you again."

"Likewise," Rick agreed. "How's the construction business?"

"Busy," Elliot sighed. "July's always the busiest time of year for us. I really needed a break," he continued, rubbing his eyes. "So, are you coming?"

"…Coming?" Rick asked.

"To the baseball game," Elliot replied. "I was going to go with a couple of my friends who live here in New York, but they had to cancel. Red's going to be meeting us there."

"You want me to come?" Rick asked, slightly astonished.

"Do you have other plans?" Elliot asked. "Unless you'd rather go with Eileen and Alyssa to Bloomingdale's?" he nodded over at his wife and daughter, who were going back up the stairs to Alyssa's apartment to fetch her purse.

"Well, no…" Rick blinked.

"Didn't think so," Elliot grinned. "Come on, it'll be fun."

* * *

The baseball game was in fact a lot more fun than Rick had anticipated, although he was admittedly more entertained by the reactions of the fans than what was actually happening on the field itself. Although he'd played in Little League as a kid, Rick had eventually gotten bored with it and quit, getting more pleasure out of watching Red sacking opposing quarterbacks on the football field.

"This is nice," Elliot smiled after he finished his Fenway Frank and took another drink of beer.

"What do you mean?" Rick asked, before Red and the rest of the crowd cheered as one of the Yankees hit a homerun.

"Eileen and the girls were never interested in baseball," Elliot explained as he joined in the applause. "I always tried to get them to come to a game with me, but they always turned me down."

"I bet they don't hate Alex Rodriguez as much as we do, do they?" Red smirked as he opened a bag of peanuts.

"Eileen says that if I ever start ranting about A-Fraud in her presence again, I'm sleeping on the couch for a month," Elliot replied glumly. "As if it's really my fault that A-Wod always fails in the clutch!"

"What, exactly, did he do to earn $25 million a year?" Rick asked.

"Nothing," Elliot spat in disgust. "I mean, I can see people like Tony Stark or Bill Gates making that kind of money, since they run those big technology companies. But professional athletes don't need to be making that kind of money. Especially not A-Choker-In-The-Playoffs! But like I was saying, it's really nice to have somebody to go to the game with."

"Hey, I'm glad I came," Red grinned. "Sometimes I wish I hadn't quit Little League."

"Why's that?" Rick asked.

"Because then I never would have signed onto the football team," Red replied, "and then I never would have developed my epic rivalry with Flash Thompson. Besides, you quit Little League too…"

"Yeah, but I lost interest," Rick shrugged. "I was never very good at it anyway."

"You were better than I was at that age," Elliot said. "I struck out probably three-quarters of the time, and I never caught anything. My dad was pretty embarrassed."

"He shouldn't have been," Rick frowned. "Did he make you play?"

"Yeah, it took him a while to accept that I wasn't very good at it," Elliot replied. "He came around more when I began helping him fix stuff around the house. He started getting me summer jobs with a friend of his who owned a construction company, and the rest is history."

"Wow," Rick said.

"That's just the way things are," Elliot shrugged. "I was better at renovations, and you were just better with books and plays and all that. I mean, you wouldn't want me trying to recite Shakespeare," he joked.

Elliot, Rick and Red suddenly burst into cheering as the Yankees scored two runs on the next hit.

"Yeah, this is nice," Elliot smiled contentedly as he sat down. "I never got a chance to do anything like this with the girls…"

Normally, Elliot Conover seemed quiet and somber, but Rick was struck by how happy he looked at that moment.

* * *

Dr. Karla Sofen leaned back in her chair at Ravencroft Asylum, rubbing her chin thoughtfully as she looked through the visitor's logs. Dr. Charles Jefferson, the asylum's director, had given her full access to all of the asylum's logs and patient profiles, and she consulted them on a regular basis.

One thing that caught her eye was the surprising number of visits organized by one David Hayworth, who had continually come to see the Chain Gang, a supervillain inmate who suffered from extreme multiple personality disorder. Looking at the footage on the security cameras, she was struck by the strong resemblance between Hayworth and the Chain Gang.

Intrigued, she began searching for whatever information she could find on Hayworth on the Internet or in government records. Ravencroft's computers were connected to many of the databases used by the American federal and state governments, which were often needed to correlate and update the asylum's records and to identify inmates who were frequently known only by their codenames.

Dr. Sofen's eyes gleamed as she saw the information that came up. David Hayworth worked for the Department of Homeland Security, more specifically the Office of Interrogative Requisitioning. Hayworth had been assigned the codename of "Nightstick", and given superhuman strength enhancements by the government to serve in what some observes half-seriously referred to as the Thought Police.

One of the Chain Gang's personalities had referred to himself as Willis…

Acting on a hunch, Dr. Sofen began her research again, this time for Willis Hayworth. A satisfied smile spread across her beautiful face.

Not only were Willis and David Hayworth blood relatives, but they were also brothers.

_After the successes of my previous thought experiments, maybe I should focus on just one subject, _Dr. Sofen thought to herself. _It shouldn't be too difficult to arrange, after all…_

* * *

Dr. Charles Jefferson, head psychiatrist and director of the Ravencroft Institute for the Criminally Insane, sipped at his coffee, wondering about the suddenly bitter flavor his coffee had taken on again. Working diligently at his computer, he spent several minutes writing out an order for the Chain Gang to be moved to a U.S. Army facility in upstate New York, ostensibly for further testing based upon the patient's rantings about having served in the army before obtaining his superhuman powers.

Dr. Jefferson personally oversaw the transfer, making sure to secretly disconnect the special restraints that kept the Chain Gang from using his powers. He gave a surreptitious wink that the Chain Gang understood perfectly well, although his multiple personalities made sure to give no sign and continued arguing with one another.

When he was on the road, it didn't take the Chain Gang long to break free of his restraints, disrupt and drain the power of the Guardsmen assigned to guard him, and smash his way out of the prison van he was being transported in. Stopping only to steal some chains and razor wire from a nearby farm and wrap his body in them, it was an easy matter for the Chain Gang to teleport himself to New York afterwards.

_Seventy million dollars, huh? _Ernie Mills thought eagerly to the rest of the Chain Gang's personalities.

_Quite so, _Ray Morgan smiled. _I'm certain my parents will be happy to see me again…_

_You _**do **_realize that somebody like Sleepwalker is probably going to try and stop us, right? _Hector Fuentes reminded his buddies sardonically.

_Let him try, _Willis Hayworth's own personality thought back. _We're going to kill Ray's parents anyway-we might as well go for Sleepwalker too…_

(_**Next Issue:**_ With the Chain Gang on the loose in New York City, Sleepwalker is caught in a race against time to protect Thomas and Elena Morgan from the crazed supervillain! But can even Sleepwalker hope to stop the Chain Gang when his grief and rage drive all four of his personalities even deeper into madness? All this and more in _Sleepwalker #48: Casualties of War!)_


	53. Casualties of War

_"I can't believe you!" Thomas Morgan shouted at his son Ray as they drove home in their limousine. "What could possibly motivate you to call him that?" _

_"But that's what Justin Hammer actually is, isn't he?" the teenage Ray Morgan persisted. "A death merchant?"_

_"You idiot! You stupid idiot!" Thomas yelled back, reaching over and slapping his son in frustration. "Justin has been one of my closest friends for more than thirty years! I've known him longer than I have you, and frankly I like him better!" _

_"But why do you keep associating with him, anyway?" Ray persisted, rubbing his head. "Being greedy is one thing, but the things he does to get ahead-" _

_Ray barely managed to avoid the empty champagne bottle Thomas swung at him, which shattered as it hit the armrest. Broken glass crunched under Ray's feet as he tried to back away from his enraged father. _

_"Let me guess, you've been listening to that piece of shit Tony Stark again, haven't you?" Thomas sneered. "My lord, my god, you're hopeless!" _

_"What's wrong with Stark?" Ray demanded. "He and my friend Kyle-" _

_"You're hanging out with that bastard Kyle Richmond?" Thomas balked. "Why don't you piss on my father's grave while you're at it?" _

_"You didn't answer my question," Ray persisted. _

_"People like Stark and Richmond hold the rest of us back," Thomas replied coldly. "It's just like Norman Osborn said, with the way weaklings like Stark, Richmond and Worthington drag the rest of us down. They don't let us-" _

_"Treat other people like garbage? Blame all our troubles on them? Sabotage and destroy our competition?" Ray rolled his eyes. _

_"__**Crushing **__them is what's gotten us as far as we have," Thomas replied. "You still don't understand-it's war. That's what people like you and Stark don't get," Thomas continued. _

_Those words stuck with Ray Morgan for the rest of his life. _

* * *

SLEEPWALKER #48

"CASUALTIES OF WAR"

* * *

"…So what exactly is it you're trying to go for here?" Rick Sheridan asked Kenny Anderson as he glanced dubiously through the archives of his friend's webcomic.

"I'm taking the piss out of pop culture in the finest tradition of _MAD Magazine _and _Robot Chicken,_" Kenny replied proudly. "I have to admit, _Citizens For a Meg Griffin-Free America _doesn't really mean anything as a title. I just made it up as a way to draw people in."

"Uh, yeah," Rick only shrugged. "So, let's see…you've got Beetle Bailey fragging Sergeant Snorkel in Iraq, you've got George Jetson snapping and going on a murderous workplace shooting spree after Mr. Spacely fires him one too many times, you've got Jerry depicted as a psychotic Hepatitis C-spreading parasite who's brutally killed by the heroic mouse-killing Tom, you've got _Family Guy's _Quagmire being jailed for rape and getting a taste of his own medicine from his cellmate, you've got the guy from _Bewitched _burning his evil mother-in-law at the stake, you have Sylvester biting Tweety's head off and drinking the blood pouring from his headless carcass, you have a house falling on Ann Coulter, and you have Charlie Brown kicking the football out of Lucy's hands."

"So, what do you think?" Kenny asked eagerly.

"I think you need stronger medication," Rick pointed out.

"I'll take that as a compliment," Kenny replied unflappably. "Say, there was something else I was hoping to ask you…"

"What's that?" Rick asked.

"The major assignment for one of the art classes I'm taking this summer is to draw some real models in various poses," Kenny said in a rather awkward tone.

"Okay…" Rick replied, not sure where Kenny was going.

"…Would be alright with you if I asked Alyssa to be one of my models?" Kenny asked. "The only reason I'd want her to do it is because I need some attractive subjects. I'm also going to be drawing Julia, if she's interested," he added hurriedly.

"It's not up to me," Rick shrugged. "Are these going to be nudes, or something?"

"No, no," Kenny shook his head. "Actually, what I'm hoping to do is draw my models in fantastical scenes. I might draw Julia as a superheroine, or Alyssa as the Little Mermaid, something like that. I'd just need them to pose for reference."

"Hey, I don't have a problem with it," Rick reassured him. "Besides, I'd be interested to see how it turns out. Actually…" he trailed off, looking back at Kenny's art.

"What?" Kenny asked.

"You know, these drawings are actually pretty good," Rick replied, as he bent in for a closer look. "I mean, I'm not an expert, but you sure have a lot of detail going on here."

"Thanks," Kenny grinned brightly. "That's why I changed my major from Computer Science to Art."

"So how many times have you changed your major now?" Rick wondered.

"Three," Kenny replied, "but this time it's going to stick. That's what I really want to do-graphic design and art."

"What about your parents' business?" Rick asked.

"They'll probably just sell it when they retire," Kenny replied. "I mean, come on-we all know that if I ever took over, I wouldn't even need six months to run it into the ground."

They both laughed.

"Isn't your birthday next week?" Kenny asked.

"Yeah," Rick replied. "I'll be reaching the ripe old age of 22 years old."

"Ouch," Kenny winced sympathetically. "What were you planning?"

"Nothing much," Rick shrugged. "Probably what we did for Red's birthday."

"You mean all of us getting wasted at the campus bar and then waking up the next morning with hangovers that make us feel like we were punched by the Incredible Hulk?" Kenny grinned.

"You left out the part where we make ourselves look like idiots by singing off-key karaoke," Rick smirked back.

They both laughed again.

* * *

It was happening again.

Cyrus O'Donnell tossed and turned, vaguely aware that he was in a dream but unable to act on that thought.

He was only an observer, an ethereal watcher who was not present in the dream itself but could see and hear everything that was going on. What he saw was utterly bizarre, something that could have come out of the anime or manga comics he loved so much.

Two entities were fighting within his mind. One was a hideous, angular creature that was seemingly made up of an almost infinite supply of strands and webbing, topped by an obscene pointed head. It tangled and untangled the strands that made up its body in an attempt to garrote its opponent. Pure hatred festered in the thing's eyes, the hatred that festered on a cycle of violence, misery and revenge.

The other creature was a tall and thin humanoid with olive-green skin, dressed in a blue costume with a ragged purple hood and cowl, and tattered bandage-like wrappings on its arms and legs. It possessed insect-like compound eyes that glittered a bright red in the darkness, and from which it emanated a mysterious fuchsia-colored light that seemed to bend and twist anything it made contact with.

One moment the web-creature was ripping into the green-skinned creature with tendrils sharper than wire, the next the green-skinned creature was blasting the web-creature with its fuchsia eyebeams. Back and forth they struggled, until the web-creature slid a tendril into the green creature's belt and emerged with a golden star-shaped talisman. Suddenly breaking away, the web-thing pointed the talisman at its green opponent. The talisman emanated a bright golden light that blasted the green creature and sent it plummeting into the abyss, while the web-thing laughed hysterically and disappeared through a portal that was hovering in the background.

The green-skinned humanoid tried to follow, but for some reason it could not pass through the barrier. It tried over and over again, before giving up. The thing sank to its knees and put its head in its hands, crying out in despair.

Cyrus gasped as he suddenly woke up, before instantly falling back to sleep again.

The five major crimelords of New York City were known for their diverse personalities. The Kingpin was mysterious and aloof, operating and speaking only through his three Enforcers, to the point where many people believed there was no Kingpin. Philippe Bazin was a calm, ice-cold intellectual and strategist. Silvermane projected an air of blueblood nobility, while the Green Goblin was known for alternating between cold-blooded sadism and screaming fits of rage.

New York's fifth major crime boss was rather different than any of his competition. Seemingly never without a sport jacket to fling over his shoulder, the mob boss who referred to himself as Crimewave wore his black hair in a long ponytail that extended down to his shoulders, and prided himself on his trendy, professional-looking formal wear. While most criminal leaders preferred to wear lower-key attire, Crimewave enjoyed making an impression by standing out with his up-to-the-minute fashion sense, and his confident, winning smile. Perhaps most unusual was his insistence on being referred to as "Crimewave", a codename similar to those adopted by many of the city's costumed heroes and villains, which only enhanced his flamboyant persona.

Even though a gang war was rocking the streets of New York, Crimewave did not seem at all unfazed by the disruptions. His lieutenants had observed that nothing much seemed to upset their boss. Crimewave had earned the crime world's respect with his ability to maintain his composure even when facing dangerous super-powered villains, like the man who sat across from him.

And the Chain Gang was every bit as dangerous as he looked. Dressed in a white muscle shirt, green camouflage pants, black combat boots and a white skull mask, the Gang was a hugely built black man who embraced his codename by wrapping his arms, legs and torso in chains and razor wire, which did not cut or tear into his super-powered body. The Gang's four personalities briefly argued with one another as they sat down in front of Crimewave's desk, briefly shaking the crime lord's hand. Bizarrely, although the Gang was one man, he seemed to voice four separate personalities, each of which had their own quirks and mannerisms.

If Crimewave was at all unnerved by the Chain Gang's bizarre appearance and even more bizarre mannerisms, he did not show it.

"It's a pleasure," Crimewave grinned. "So, to what do I owe the pleasure? Are you looking for work?"

"No," the Chain Gang replied harshly in what Crimewave realized was his 'Willis' voice. "This is more personal. It's about-"

"Payback's a bitch, and so are we!" the Gang interrupted himself, this time speaking in a Texan drawl that Crimewave noted was his 'Ernie' voice.

"Will you shut up, Mills?" the Chain Gang yelled at himself in his Willis voice. "Just let me do the talking for once, alright?"

Crimewave only raised an eyebrow.

"No, we're here because we've heard about you from some of the friends we made in the Ravencroft nut house," Willis explained. "They say you know all the rich families in this city. More than any of the other gang lords, you got connections."

"Flattery will get you everywhere," Crimewave smirked. "And how can my connections be of use to you?"

"We're taking back what's rightfully ours," Willis stated coldly. "One of us was fucked over by the Morgans, and now they're going to pay."

"The Morgans?" Crimewave asked in surprise. "And what grudge do you have against them, if I'm not prying?"

"Suffice it to say that they sent me to my death," the Chain Gang's 'Ray' personality spoke up, "and now I intend to claim my inheritance and share it with my brothers in arms."

"…Your inheritance?" Crimewave asked, slightly skeptically. "You don't exactly look like you could be the Morgans' son, after all."

"The body may perish, but the personality lives on," Ray replied sardonically as the Gang leaned back in his chair. "Before I died, I left my family fortune to whoever among my fellow prisoners would survive the ordeals we had been subjected to."

"Besides, why are you complaining?" the Chain Gang's voice suddenly took on a noted Hispanic accent as his 'Hector' personality took hold. "You don't think we're not gonna pay you for your troubles, right?" he grinned knowingly.

"Of course," Crimewave smiled back. "So, once again, let me be clear. You want information on the Morgans, right?"

"Yeah," Willis spoke up. "Bank accounts, address, floor plans to their home, information on alarms, that sort of thing. You give us that, and we'll do the rest."

"Not a problem," Crimewave assured him. "I'll have it all to you within twenty-four hours."

"Hey, hold up!" Hector stopped suspiciously. "You're just going to give all this stuff to us for free? You running a charity, or a crime syndicate?"

"Bright lad," Crimewave nodded approvingly. "But don't worry, you won't have to pay anything…up front, at least."

"You fucking with us?" Ernie suddenly snapped, the Chain Gang's eyes flaring. "If you fuck with us-"

"No, I know better than to pick unnecessary fights with dangerous supervillains," Crimewave assured him. "I'm going to give you this information, and if you get your money, so much the better. If you fail, though, the Morgan fortune is going to be fair game. I win, either way."

"If we loot the Morgans, you don't get any money," Hector muttered suspiciously.

"Somehow I doubt getting inside information is the only reason you came here," Crimewave said nonchalantly. "How are you going to get away with looting seventy million dollars when, so far as I can tell, you don't have anything resembling a means of escape? I mean, I could launder the money or put it in a foreign bank account, but somehow I doubt you have those luxuries."

"And now we come to the other reason we paid you a visit," Willis took over. "Transport."

"And you thought I was running a charity," Crimewave chided the Chain Gang.

_

* * *

_

"It's absolutely beautiful out here,"

Eileen Conover told her daughter Alyssa over the phone. _"I always loved visiting Mackinac Island as a child!" _

"That's great to hear, Mom," Alyssa replied. "How's Dad doing?"

_"He finally stopped complaining," _Eileen replied. _"In fact, he's really looking forward to going fishing. And I caught him smiling when we went hiking-I think he's actually starting to like the peace and quiet. How are things with you and Rick?" _

"Pretty good," Alyssa replied. "We've both been swamped in work ever since we got back to New York. Everyone's trying to put in some extra hours so we can get together for Rick's birthday."

_"It's amazing how fast time goes by," _Eileen sighed. _"What are you getting Ricky for his birthday?" _

"A copy of _The Canterbury Tales,_" Alyssa replied. "It was written by some medieval guy named Chaucer. Rick always used to talk about how he was a big fan of Chaucer's work, or something like that."

Eileen only laughed at that.

_"That poetry stuff always made me go cross-eyed in school," _she tittered. _"Anyway, your father's giving me that look, so I should probably go now. Be sure to wish Rick a happy birthday for us!" _

"I will," Alyssa assured her. "Bye now!" she said as she hung up.

Alyssa leaned back on the park bench with a smile, before she got up and continued on her walk. It was indeed a beautiful day in Central Park, and she had always enjoyed taking walks like these to clear her head. With everything that had happened over the past couple of months, from her learning about the Sleepwalker's presence in Rick's mind to her meeting Sleepwalker face to face to Rick finally revealing Sleepwalker to the rest of his friends. At last, they'd finally managed to understand just why he'd begun acting so strangely, almost a year ago.

That realization struck Alyssa like a ton of bricks.

It had almost been a year since everything changed, since Rick's life had been turned upside down. Over the course of that time, Sleepwalker had made many enemies, saved many more lives, and been there when Rick and his friends had needed him most time and again. From defending the city against Psyko's supervillain mind slaves to penetrating the Bookworm's fantasy kingdom to save Rick's friends, Alyssa could only shake her head as she realized what Rick must have been going through all this time.

"Hey there!" she heard a voice call out to her as she continued down the path. Turning around in surprise, she blinked and smiled in recognition as Whitney Cooper III ran to catch up to her. "How's it going, Aly?"

"…Pretty good," she said after a long moment.

"You don't seem happy," Whitney frowned.

"Huh? No, I'm fine…I just have a lot on my mind," Alyssa replied.

"Did you want to talk about it?" Whitney asked.

"It's nothing, really," Alyssa shook her head. "I was just thinking about a bunch of different things. Life, jobs, grades, classes, the boyfriend…"

"He's a lucky guy," Whitney smiled. "Make sure he never forgets that."

"I won't," Alyssa assured him.

"Promise?" Whitney persisted.

"Promise," she repeated. "So, what are you doing here?"

"I was on my way to sign up for some auditions for a dance contest," he grinned. "It's a flamenco tournament-first prize is a thousand dollars," he grinned.

Alyssa thought about that for a moment.

"Well, I haven't done much flamenco for a while," she shrugged, "but I could probably give it a shot."

Mentally, she was already choreographing the steps she planned to do, not realizing that her feet had picked up on the cue and that she had begun dancing down the path.

Whitney only chuckled, as it was the first time he'd ever seen someone do a flamenco dance in pink Converse All-Stars.

* * *

"So the gang war is over?" Lillian Morgan asked her husband Thomas over their evening meal.

"From everything the police say, it's starting to wind down," Thomas replied, cutting into his sirloin steak without looking up. "Despite the chaos, the overall economic damage was in fact much less than you'd expect. A few dozen people were killed, but none of them really mattered."

"Can you imagine what Ray would have said about this?" Lillian wondered with a tittering laugh.

"Who knows?" Thomas smirked. "And more importantly, who cares?"

_

* * *

_

"You're a disgrace to the uniform, son," Sergeant Walker told Ernie Mills through the bars of the holding cell. "Hell, you've been a disgrace to the entire Lone Star State for as long as I've known you."

_Ernie Mills only looked back up at his sergeant, and grinned widely. _

_"Come on, Sarge," he grinned. "What's wrong with havin' a little fun every now and then?" _

_"See, that's exactly what I'm talkin' about," Sergeant Walker continued. "It's as if you actually try and live up to every bad stereotype the rest of the world has about us. And I don't just mean Texas, either. Everyone out there who hates our country gets their justifications from garbage like you." _

_"And I'm supposed to care, why?" Ernie asked ironically. _

_"Because real American soldiers don't rape the people they're supposed to be protectin', and they don't murder witnesses who try to testify against 'em," Sergeant Walker said darkly. "You've always been trouble, Mills-you and your whole damn family have been a plague in Austin for years. God only knows how you even managed to get a uniform in the first place." _

_"What can I say?" Ernie smirked insolently. "Just my natural charm and flair, I guess." _

_Sergeant Walker felt like he wanted to retch. _

_"Dishonorable discharge is too good for you," Sergeant Walker replied, the bile rising in his throat. "You deserve a goddamn firing squad," he spat at Ernie, before turning around and leaving the prisoner alone in his cell. _

_Ernie only laughed. _

* * *

Within his mind, the Chain Gang's four personalities laughed among themselves as he came up to the steel gates of Thomas and Lillian Morgan's estate. Reaching out with the powers Hector Fuentes controlled, his ability to sense and manipulate energy and energy frequencies, he could see that nothing had changed from Ray Morgan's original descriptions. Reaching out, he smashed open the gate wall and found the electrical wiring that powered the security system and the locks on the gates. Focusing the powers attributed to Ernie Mills, the Chain Gang began concentrating intently as he drained its energy.

With the power off, the Chain Gang took hold of the steel gates and pulled, focusing the immense superhuman strength possessed by Willis Hayworth as he pulled the gates right off their hinges, throwing them contemptuously aside as he marched into the embassy. Cries and shouts erupted as the security guards came at him from every side, but Ray Morgan sprang into action as the Chain Gang teleported effortlessly around their bullets. When the guards got too close, the Chain Gang only reached out and grabbed them. Ernie Mills came back to life, laughing sadistically with the Chain Gang's voice as he drained the life force out of them before tossing them aside.

All the while, Hector Fuentes was scrambling the telephone signals and walkie-talkie communications so the guards couldn't coordinate their efforts to stop him or call the police. Although his other personalities dominated the battlefield for now, Willis Hayworth stood ready to use his strength to smash down the doors of the Morgans' mansion.

No doubt Thomas and Lillian had been alerted to what was going on, and were in a full-blown panic as they tried to call the police and escape.

Just as the Chain Gang had intended.

* * *

"_That smart-aleck attitude is going to get you in trouble one of these days," Hector Fuentes' buddy Roger told him as they chatted in the mess hall over dinner. "I mean, it's like you're just asking for it!" _

_"I know that," Hector sighed. "But seriously, Roger-was Iraq even ever a threat to us to begin with? Why the hell are we even here?" _

_"Dude, what the hell is wrong with you?" Roger balked at him, looking around hastily. "You want to get brought up on disloyal statements charges?" _

_"Think about it," Hector continued, as if he hadn't even heard Roger's warning. "First they sell us all this bullshit about there being WMDs in Iraq. We didn't find a damn thing. Now, they're saying we're here to bring freedom to Iraq. If that's the case, why the hell don't we go to Zimbabwe and take down Robert Mugabe? Or invade Libya and topple that Moammar Gaddafi guy? What about North Korea and Kim Jong-Il? Hell, why don't we go after Doctor Freaking Doom? The guy's a fucking tyrant, and we turned the G-8 into the G-9 to make room for Latveria! I mean, what makes Iraq so special?"_

_"Hector, for the love of God, shut up already!" Roger insisted, as several of the other soldiers around them picked up on Hector's musings and began muttering among themselves. _

_"No," Hector spat, standing up. "I've had about all the bullshit I can take. If anybody wants me, come and get me!" _

* * *

The thugs shouted and cursed at Sleepwalker as he dropped them off in front of the police headquarters, struggling against the stretched and twisted lamppost the alien had used to bind them. After the police officers had handcuffed the thugs and read them their rights, it was a simple matter for Sleepwalker to break them out of the lamppost and let the officers take them inside.

Sleepwalker gritted his teeth as he took to the air again in frustration, wondering what had happened to cause this gang war.

_Humanity is capable of such tremendous kindness and compassion, and yet such insensible murder and slaughter, _the alien shook his head. _More than anything in the Mindscape, humans are the most incomprehensible-_

A loud screeching broke into Sleepwalker's thoughts and caught his attention. Looking down in horror, he saw a large black SUV ripping through traffic, honking its horn and making pedestrians scramble desperately out of the way. By some miracle, the lunatic driving it had not yet hit anyone, but it was only a matter of time before he did.

Dropping to street level, Sleepwalker quickly focused his warp vision on both the SUV and the street beneath it. As a block of pavement rose up, lifting the SUV off the road, Sleepwalker twisted its wheels into a horizontal shape, intending to get the driver's attention. Instead, the driver honked furiously, and Sleepwalker could hear the man shouting at him angrily from behind the wheel. Unimpressed, Sleepwalker marched over and forcibly opened it, ignoring the man's curses.

"You fucking idiot!" the man was shouting. "You'll get them killed! Get your ass in gear and fix my car, or so help me I'll-"

_"You will what?" _Sleepwalker demanded, grabbing the man's wrists in his hands and squeezing to emphasize his point. _"It is only through the blessings of fortune and chance that you have no blood on your hands from the reckless manner in which you have been driving your vehicle! You are in no position to be making demands of anyone, and indeed you are fortunate that I did not do to you what I have done to your truck! Now, explain your conduct, before I reconsider my decision not to subject you to my warp beams!"_

Even if Sleepwalker would never have actually focused his beams on the man, he had come to realize that the humans did not know that, and it made a useful threat.

"P…please…I'm just trying to get the police," the man stammered, who Sleepwalker now noted was dressed in a security guard's uniform. "The Chain Gang is going to kill them…"

Rage turned to shock in an instant.

_"The Chain Gang?" _Sleepwalker asked, more slowly this time. _"What is the nature of his malfeasance?" _

Half-crazed with panic, the man babbled out the entire story of the Chain Gang's invasion of the Morgan estate, along with the apparent ruining of their attempts to call for help.

_"Where can this estate be located?" _Sleepwalker asked firmly, before the guard gave him the directions.

Repairing the damage he'd done to the street and the SUV, Sleepwalker prepared to take off again, before he saw the man getting back into the vehicle. Grabbing his arm, Sleepwalker shook his head.

_"You are in no fit condition to be driving," _Sleepwalker reproached him. _"You are well out of range of the Chain Gang's control, and so I would advise you to use your communications device to alert the police," _he said.

Nodding dumbly, the man pulled out his Blackberry as Sleepwalker took to the air again.

_

* * *

_

Screams and gunshots echoed in Willis Hayworth's ears as he tried to get some sleep. The warmth coming from the grating leading to the subway tunnel offered a little bit of comfort, but it wasn't enough. Off in the background, he heard police sirens.

_He'd faced blood and death for this? These lazy, spineless cowards who had the gall to call him a disgrace when most of them wouldn't last ten seconds in boot camp? Whiny teenagers who spent all their free time screwing each other and smoking pot in between bitching about how mommy and daddy didn't get them that new car? Rich snobs who treated anyone with less money as though they should be grateful for being allowed to scrub the snobs' toilets? Fat welfare slobs who were more interested in getting in line for their government cheese rather than actually getting off their asses and getting a fucking job? _

_Now here he was, reduced to sleeping on a heated subway grating after eating some wet French fries that he'd found rooting through a dumpster. He couldn't get a job parking cars in this city, people threw garbage at him, and he couldn't look at his reflection without wanting to punch it. _

_Even when he fell asleep, he saw it all over again. Shooting people, torturing them, doing whatever he had to do to survive another day. _

_Every time he heard a scream, Willis had been forced to suppress a scream of his own. _

_The war was still going on. _

_He tried to stop it, but he couldn't. _

_Then again, another part of him didn't want to stop after all. _

_As long as he could remember, growing up in a bad part of Brooklyn, he'd been fighting a war to survive. _

_Fight or die. _

_That's what it had always been for Willis, whether he was on the streets, in the army or in a damn chain gang. _

* * *

Thomas and Lillian Morgan shuddered as they heard the loud crash of the Chain Gang kicking in the front door of their mansion. They couldn't hear the sounds of fighting anymore, realizing that the Chain Gang had no doubt disabled or killed their guards. For a moment, all their heard were the Gang's stomping footsteps, and his crazed ranting as his split personalities argued with themselves.

"Damn, this is sweet!" Ernie said in amazement as the Chain Gang looked around at the rich and expensive décor. "And this was gonna be all yours?"

"Indeed it was," Ray lamented, sighing sadly as the Chain Gang shook his head. "But, as you may recall, I stood to be disinherited unless I wore a uniform and shouldered a rifle. And then I was jailed with the rest of you."

"Looks like the chickens are home to roost, though," Hector noted, a wry grin crossing the Chain Gang's face. "Kind of ironic that they're actually going to see what their war got them."

"You hear that?" Ernie interrupted, the Chain Gang now yelling at the top of his lungs. "Payback's a bitch, ain't it? Don't pretend you can't hear me!"

The Chain Gang heard some shuffling and muttering from upstairs in response. Quickly getting a fix on the noise, Ray teleported the Chain Gang to the top of the stairs, and Hector began causing the lights and appliances to begin flashing, bursting and popping, manipulating the electrical energy within them. The Morgans' screams alerted the Chain Gang to where they were hiding, and he swiftly caught up with them.

The Chain Gang laughed out loud as Ernie began draining the life from the Morgans' servants, who bravely but foolishly tried to defend their employers. The Morgans tried to flee, but barely made it halfway down the hallway before Ray teleported the Chain Gang to stand next to them and Ernie began draining the life energy from them as well.

As Ernie focused on his diabolical work, Ray stared grimly at his parents, the people who'd sent him to his death.

"I hope you appreciate the magnitude of your accomplishments," he sneered to Thomas and Lillian as Ernie drew the life force from them. "You said I wasn't worthy of inheriting the family fortune until I manned up? Well, I tried to man up, and look what happened to me."

"…who…are…" Thomas gasped, as Lillian had already passed out.

"Surely you recognize your own son?" Ray asked in mock horror. "Do you even know how I died? Lying in a hospital bed, hooked up to life support machines, only regaining consciousness to vomit? Caught between the nausea and nightmares of sleep, and the searing agony of my tumors? And for what? Our family pride?"

"…you're...not…" Thomas managed.

"Not your son?" Ray asked, as the Chain Gang tightened his grip. "I'm all that's left of him. We started out as a chain gang when they locked us up, but we became more than that. We became closer than brothers, the only other people in the world we knew we could trust. And when the rest of us died, we started to live on in Willis."

"You see what we are, old man?" Willis took over, his eyes flaring with anger. "This fighting, this war, it's all we got left. And we're using it to take back what belongs to us."

With those words, the Chain Gang sucked out the last bit of Thomas Morgan's energy, until he too passed out. He then squeezed tightly with both his hands, snapping the necks of both Thomas and Lillian as they stopped breathing.

The directions Ray Morgan had given his brothers in arms during their time imprisoned in the army prison cells proved flawless. The Chain Gang left behind the corpses of the Morgans and made his way into Thomas's study, where he found Thomas's wall safe behind the painting. All of the Morgans' bank records were there for the taking, and the Chain Gang then sat down at Thomas's computer. It was only a matter of minutes for the Chain Gang, equipped with Ray Morgan's passwords and instructions, to take control of the computer and liquidate all of the Morgans' assets, before transferring them to an unmarked overseas account.

Grinning wickedly, the Chain Gang stood up and touched the computer, as Hector scrambled all of its files and records beyond recovery. Nodding in satisfaction, he left the study, ready to return to Crimewave.

It was while the Chain Gang was on the landing, at the top of the grand staircase leading to the foyer, that he saw the being he'd been expecting sooner or later. The green-skinned, red-eyed, blue-and-purple clad Sleepwalker flew into the mansion through the front doors and looked around warily, horrified at the carnage and the unconscious bodies all around him.

"Sleepwalker!" Hector said grandly, as the alien looked up at him in alarm. "We were afraid you wouldn't show!"

The alien hero merely scowled and focused his warp beams on the steps and banister of the stairway that the Chain Gang was standing on, intending to entangle and trip up his foe. The Chain Gang was quicker than Sleepwalker expected, teleporting out of sight. Sleepwalker looked around frantically, searching for where the Chain Gang could have gotten to, only to feel the Chain Gang's massive hands wrap themselves around his throat and being choking him. The alien felt deathly cold, sinking to his knees as the Chain Gang began draining the life out of him, his Ernie voice cackling evilly.

Reaching behind him and grabbing some of the chains wrapping his foe's arms, Sleepwalker flipped the Chain Gang overhead, brutally slamming him into the floor as he broke free from the Gang's grasp. Grabbing the Chain Gang again and hurling him into the far wall before warping some broken furniture to entangle him, Sleepwalker could only curse his bad luck. The bodyguard who'd alerted him to the problem had had to travel a considerable distance before arriving in New York itself, and Sleepwalker himself had needed a fair amount of time to reach the Morgans' estate once he knew where it was, no doubt giving the Chain Gang enough time to accomplish whatever it was he was doing here.

Frustratingly, the Chain Gang simply teleported out of the warped furniture, as he took control of the house's electrical current. All of the lights in the house suddenly flared brightly, blinding Sleepwalker before he could focus his warp vision again. Eagerly, the Chain Gang teleported towards him again and grabbed him with one hand, once again draining Sleepwalker's strength as he used his free hand to mercilessly punch Sleepwalker in the face.

Reeling from the blows, Sleepwalker tried to twist himself around to focus his warp beams on the floor, making it spongy and slippery. Forced to let up on the blows to regain his footing, the Chain Gang was caught off guard as Sleepwalker suddenly flew straight up in the air, taking the Chain Gang with him, before suddenly twisting around and plummeting back to earth. The Chain Gang was slammed headfirst into the floor by Sleepwalker, who finally managed to break free and roll away.

They both lay there for several minutes, the Chain Gang's head spinning from his collision with the floor, while Sleepwalker reeled from the effects of the Gang's life-draining touch. Finally, they managed to struggle to their feet at roughly the same time, staring at one another with hatred. The Chain Gang teleported once again and lunged at Sleepwalker, eager to move in for the kill.

The guardian of the Mindscape anticipated the move, leaping back and using his warp vision to raise the floor up hard enough so the Chain Gang crashed into and through it. Completely off balance, the Chain Gang could not escape as Sleepwalker focused his warp beams yet again, twisting the broken pieces of floor so they grabbed the Gang and flung him into the staircase, where he crashed through the banister and fell down to the foot of the stairs.

Bleeding from several cuts, the Chain Gang just barely managed to avoid Sleepwalker's next attack. The alien charged in with the sledgehammer he had crafted from the mansion floor, swinging repeated blows that the injured Gang only managed to avoid with difficulty.

As bad as the Chain Gang was, however, Sleepwalker was worse. The Chain Gang took note of how sluggish the alien's movements were, drained and weary from the Gang's deadly touch. Grinning, he teleported back to the top of the landing and concentrated, as Hector took control of the house's electrical current once again. As Sleepwalker flew up towards the Chain Gang, readying his warp vision once again, the Gang focused all the house's energy into a massive electrical bolt that caught Sleepwalker head on and blasted him back square into the floor. Screaming in pain, Sleepwalker writhed as more and more energy charged into him, until he finally fell unconscious.

Teleporting down to Sleepwalker's unconscious body, the Chain Gang nudged him with his foot. When the badly burned alien did not stir, the Gang burst out laughing, before heading out through the smashed front doors and leaving the estate.

* * *

Sleepwalker stirred several minutes later, every muscle in his body screaming in pain. Barely able to move, the alien forced himself to crawl over to the front door, where he saw the police officers coming up the front lawn. He tried to call out them, but all Sleepwalker could manage were a few feeble croaks before he fell unconscious again.

The police, and the ambulance crews that came with them, took Sleepwalker and the Morgans' human employees to the hospital. When Sleepwalker vanished before their eyes, after Rick had woken up to go to the bathroom, they were not particularly shocked. The jaded emergency crews had seen much stranger and more horrifying things in the nearly ten years since the Fantastic Four's return from outer space, and almost nothing surprised them anymore.

* * *

"So, I trust everything worked out well?" Crimewave asked, a winning smile crossing his face as the Chain Gang was about to board his plane.

"Hell yeah, it was sweet," Ernie grinned wickedly. "We got seventy mil, we got to stir shit up, and we finally beat Sleepwalker."

"This is where it ends," Willis spoke for his brothers. "We won the war."

"Congratulations," Crimewave replied without missing a beat. "I trust you've found everything in order?"

"Everything," Ray assured him. "I must say, our fake passport is not only indistinguishable from an authentic one, but it was remarkably well-priced."

"I pride myself on my work," Crimewave smirked. "I get a lot of business from people who want to, shall we say, 'relocate' to places where there are no extradition treaty."

"I always wanted to see the Caymans," Hector replied dreamily, as the Chain Gang began walking up the ramp. "I mean, I was stationed in Puerto Rico for a few months, but I met a lot of people from the rest of the Carribean."

"We'll be meeting a lot more of them," Willis assured Hector as the Chain Gang sat down and the pilot readied the plane for takeoff. "We've got sixty-eight million dollars. That's seventeen million for each of us."

"So Crimewave's whole setup cost us two million, then?" Ernie asked sourly.

"Money well spent, I assure you," Ray replied, before Ernie muttered something inaudible.

"Cheer up," Hector grinned. "Just think of all the tail we're going to get in the Caymans!"

All four of the Chain Gang's personalities grinned lecherously at the thought.

(_**Next Issue:**_ While the city of New York sleeps, Sleepwalker patrols the streets, a protector in the night. But now a second presence has come to New York, capturing criminals and fighting the forces of evil, while disappearing with the morning light. At first Sleepwalker thinks that another of his race has come to Earth, but he finds that the truth is far more shocking than he could have ever expected! All this and more in _Sleepwalker Annual #4: Ghost of Cain!)_


	54. Ghost of Cain

"Looks like the coast is clear," Stewart whispered to his buddies, before leading them to the alley. "Hydro-Man's got the cops tied up down the other way."

Sneaking as quietly as they could, the three young men kept to the shadows as they made their way towards the closed and locked jewelry store. The recent gang war that had raged across New York City was officially over, but many of the city's supervillains and assorted criminal lowlifes had taken advantage of the chaos to commit crimes of their own. Stewart, Jorge and Mikey were three of those lowlifes, eager for the rich pickings they expected to find in the jewelry store. Disabling the alarm was pitifully easy, as was opening the front door with the drill and destroying the surveillance equipment. It didn't take the three hoods very long to empty the store, and within ten minutes they were coming back out the front door.

It was after they emerged into the street that they were confronted with the bizarre figure in front of them. The creature was tall and thin, with greenish skin and blood-red eyes that glittered from beneath its tattered hood and cowl. It wore a ragged blue outfit with tattered bandage-like wrappings on its arms and legs, and simply stood there in the middle of the street, staring intently at them.

"The fuck is that?" Mikey asked as he stopped in amazement.

"Relax, it's just that Sleep-Stalker guy," Jorge sneered, as he pulled out his gun. "You know, one of them super-costumes. Let's just waste him and get outta here."

The creature's eyes only flared red.

"Shoot him!" Stewart yelled, cocking his own pistol and preparing to fire.

The creature did not budge, simply letting itself be shot and collapse on the ground, as the three hoods looked at each other in disbelief.

"…Dude, what the fuck did we just do?" Mikey wondered.

"We killed Sleepwalker," Stewart said in amazement. "That's almost as big as killing Spider-Man! Do you know what this is going to do for our reps?"

They were so busy high-fiving each other that they did not see the creature slowly rising to its feet. Jorge was the first one to notice, and his screams quickly broke Mikey and Stewart out of their euphoria. They cocked their weapons to fire again, but this time the creature was faster, emitting a baleful fuchsia-colored light from its eyes. The very ground itself seemed to come to life, rising up and grappling the three hoods until they were powerless to move. Then the ground tightened its grip, causing the men to scream in pain.

"Stop…Stop!" begged Stewart.

The strange creature did just that, the light it emitted fading away. It shifted its eerie glance from one of the hoods to another, seemingly having no reaction to their attempts to break free of the twisted concrete that bound them.

Turning around, the strange thing flew off into the night, leaving the three thugs bound and helpless. Although they would be found by a patrolling police car a few hours later, for the moment all they could do was stare into the sky, following the mysterious thing's departing form.

At that very same moment, Rick Sheridan leaned back contentedly on the sofa in his apartment, his arm around Alyssa Conover. They were enjoying one of Rick's favorite movies, the version of _Hamlet _directed by Kenneth Branagh, who also starred in the title role. He smiled as the film ended and the credits began to roll, realizing that the exhausted Alyssa had fallen asleep in his arms. She'd had a tiring day of teaching dance classes and then a wearying evening of practicing for a flamenco contest, and it was likely that she hadn't even lasted ten minutes into the film before falling asleep.

Smiling to himself as he shook Alyssa awake, Rick realized it was probably time for him to be getting to bed as well when he saw how dark it was outside.

Night.

The Sleepwalker's time.

* * *

SLEEPWALKER ANNUAL #4

"GHOST OF CAIN"

* * *

"Nice day, isn't it?" Rick asked Cyrus O'Donnell as they climbed onto the bus to go to work the next morning.

"Yeah, whatever," Cyrus muttered, looking haggard and worn. His eyes narrowed as the cloud blocking the sun moved out of its path, brightening the street even further.

"…Are you alright, man?" Rick asked curiously. "You look like hell,"

"So why the hell are you asking?" Cyrus snapped irritably. "Maybe the reason I look like hell is because I _feel _like hell!"

Rick stopped in his tracks and stared at Cyrus, completely nonplussed.

"…Sorry," Cyrus finally grumbled. "I've just…I've just had a hard time sleeping lately. I go to sleep completely burned out, and then when I wake up I feel like I've only had maybe a couple of hours of rest. I feel like I need to crash again halfway through the day."

"Maybe you should see a doctor?" Rick suggested.

"My fucking health insurance won't cover something like that!" Cyrus snarled back. "I…oh, just ignore me. Maybe I just need some sleeping pills or something."

"Maybe Sleepwalker could help," Rick suggested. "He might be able to suggest something…"

"No, just forget I said anything," Cyrus sighed. "Besides, Sleepwalker probably has more important things to worry about-how'd things go with Alyssa's parents?"

"You mean during their stay here?" Rick replied. "It went pretty well-Sleepwalker said they weren't ever in any danger from the gang war, thank God. Aly asked Sleepwalker to watch over them during the night when they were asleep, but it turns out he almost didn't need to."

"Good," Cyrus nodded. "I've got to wonder, though-what's up with Alyssa's old man?"

"What do you mean?" Rick asked curiously.

"Why was he all buddy-buddy with you and Red, taking you to that ball game and everything?" Cyrus wondered. "You normally wouldn't expect that kind of reaction, would you?"

"See, I was wondering about that myself," Rick shrugged. "But hey, who am I to complain if he wants to treat me to a Yankees game? It's still better than serving as Alyssa's pack mule when she goes shopping," he grinned.

"Yeah, I guess," Cyrus half-smirked. "I just found it kind of weird, is all. Did Red have an issue with it?"

"Not really," Rick shook his head. "He seemed to enjoy it more than I did, actually."

"He's still going to be sticking around for your birthday, right?" Cyrus asked, suddenly changing the subject.

"Yeah, why wouldn't he?" Rick asked.

"He told me he's going to be spending the rest of the summer going around with the Patriot Guard Riders," Cyrus replied.

"Come again?" Rick asked curiously.

"You know those sons of bitches in the Westboro Baptist Church?" Cyrus asked. "The ones that picket the funerals of soldiers?"

The disgusted look on Rick's face told Cyrus everything he needed to know.

"Yeah, well the Patriot Guard Riders are a group of motorcycle riders that attend the same funerals and interfere with the Church's protests," Cyrus explained. "They'll stand between the protestors and use flags to block the protesters' view of the funeral, and they'll sing patriotic songs or rev their motorcycle engines to drown out the protests."

"Sounds like Red's kind of people," Rick grinned. "But doesn't he have to work all this time?"

"His boss served in Vietnam, and he hates those Westboro bastards as much as anyone," Cyrus shook his head. "He's letting Red go as a favor to Colonel Ericsson, and said it's his way of helping the Riders out."

"Good," Rick nodded. "I'm all for free speech and everything, but…I mean…protesting at soldiers' funerals?"

"Sick, isn't it?" Cyrus said. "So, what did you have planned for your birthday?"

"Probably just the same thing as for Red's birthday," Rick replied. "No need to really do anything besides get drunk at the bar, maybe have some dinner first. Why mess with what works?"

"Yeah, I guess you're-" Cyrus began, before his complexion turned deathly pale and he suddenly seemed to fall forward in his seat. He would have hit his head on the seat in front of him if Rick hadn't caught him, and he remained pale and shaking.

"Dude, you're in no shape to be going to work," Rick said firmly. "I'm taking you back home."

"But you're going to be late," Cyrus pointed out, gripping the seat in front of him to steady himself.

"And you don't even look like you can stand up without help," Rick replied. "I'll just stay later to make up for the extra time. Come on, we can just take the 215 back to your place," he said, dragging Cyrus to his feet as the bus pulled into the next station.

Cyrus tried to protest, but he would have fallen flat on his face without Rick to support him, and merely contented himself with muttering under his breath.

* * *

After dropping Cyrus off back at his apartment, Rick returned to the _Daily Bugle, _making his way to his desk. Sitting down, he checked his watch and found to his surprise that Ben Urich wasn't waiting for him. Ben had asked Rick to meet with him to lay out the schedule for the series of articles he planned to publish on the recent gang war that had plagued New York City, but even though Rick was almost 20 minutes late, Urich was nowhere to be found.

Shrugging, Rick simply booted up his computer and began working on a few other articles some of the _Bugle's _other correspondents had asked him to prepare. Several hours passed and it wasn't until almost noon that Ben finally showed up, walking past Rick's desk on the way to the office of J. Jonah Jameson, the _Bugle's _publisher and editor-in-chief. Rick was horrified by how haggard and pale Urich looked, as his hair seemed at least a shade whiter, his eyes were bloodshot and dead-looking, and his shoulders were bowed and stooped, as if he carried some immensely heavy burden.

Rick called out to him, but Ben simply ignored the younger man and unceremoniously threw open the door to Jameson's office before slamming it behind him. Rick would have followed, except that he remembered that Glory Grant urgently needed the article on the cost overruns for repairs to the George Washington Bridge before press time.

The hour Rick spent finishing the article and sending it to Glory Grant, and then talking to one of the _Bugle's _business reporters, passed so quickly that he barely noticed when Ben came up to his desk and got his attention. A shudder went down Rick's spine when he got a closer look at Urich, who looked even worse close up than he did on his way to Jameson's office.

"Are you alright, Mr. Urich?" Rick asked curiously.

"Don't worry about me, kid," Urich snapped irritably. "Just get these notes into something readable by deadline tomorrow," he ordered, dropping a pile of papers onto Rick's desk.

"Sure," Rick nodded, as he began looking through them. "But, what-"

"It's all over," Urich mumbled, a haunted look coming into his dead eyes. "Thirty-nine people dead, and those were just the bystanders. Parents are burying their children, kids are watching their parents die right before their eyes, people lose their homes and their livelihoods. The gang war's over, and now the crime lords are dividing up the plunder."

"…Mr. Urich?" Rick asked in surprise, remembering that this wasn't the first time Ben had acted like this.

"The Maggia's dead, and Bazin, Crimewave and the Kingpin are all fighting for what's left of the scraps. The Green Goblin's hanging on by a thread-all the times he's been defeated by Spider-Man have left him wide open for George Stacy and the Organized Crime Unit to start dismantling his organization piece by piece. If the Goblin doesn't do something-and soon-he's finished," Urich continued, not seeming to hear Rick. "And with that, it's all over."

Rick just sat there, wondering what could possibly be wrong with Mr. Urich.

"This is it, kid," Urich finally said, coming back to reality. "After this, Mercado's handling the crime beat."

"You mean-" Rick asked, blinking in surprise.

"I mean," Urich said, his eyes hardening, "get your ass in gear! Do you hear me?" he demanded, his voice rising to a shout, before he turned around and left the city room, loudly slamming the door behind him.

For the second time that day, Rick was caught completely off guard.

* * *

"So it finally happened?" Peter Parker asked Rick as they sat in the break room, getting a late lunch. "Joy Mercado's going to look after the crime beat?"

"I guess so," Rick shrugged. "Is that a bad thing?"

"No," Peter shook his head. "Joy will do a fine job. I'm just amazed that Ben was able to hold out this long."

"Why's that?" Rick asked.

"Ben's been on the verge of burning out for a long time," Peter explained. "You're from Albany, right?"

"Yeah," Rick blinked. "What does that have to do with anything?"

"Then you've only ever heard about the highlights of New York's history," Peter said glumly. "Just be thankful you never saw a lot of the stuff that's happened here over the years that the rest of the state never found out about. Ben's been witnessing that stuff for over three decades."

Rick paled at the notion. Sleepwalker's descriptions of his own exploits against New York's criminal population were often horrifying enough, but being forced to witness it for thirty years?

"It was Phil that pretty much broke him, though," Peter continued.

"Phil?" Rick asked.

"Phil Urich was Ben's nephew," Peter explained. "He was murdered a few months ago by the Constrictor, and Ben took it really hard. He knew that his crime reporting had something to do with it."

"Did they ever find out who hired the Constrictor?" Rick inquired.

"No," Peter shook his head. "Spider-Woman tried to stop him, but she didn't stand a chance. The Constrictor kicked her ass and left her for dead before he murdered Phil. That was probably the final straw for Ben."

"That's sick," Rick muttered, feeling distinctly ill. "I'm amazed he was still able to keep it together for this last series of articles."

"What are they about?" Peter asked.

"A lot of them discuss the effect of the gang war on its victims," Rick told him, "and some of them talk about what's going on with the crime syndicates now. It looks like the Maggia's pretty much dead and buried, and the Green Goblin's on the ropes."

"Really?" Peter asked, making sure to keep the interest out of his voice. "Why's that?"

"It sounds like Captain Stacy guy and the NYPD's Organized Crime Unit have really been tightening the screws on him," Rick explained. "Apparently all those times he got his ass kicked by Spider-Man have left his organization wide open."

"I'm sure Spider-Man will be happy to hear that," Peter smiled. "From what I've heard, the _Bugle _is his paper of choice."

"Why's that?" Rick asked.

"I asked him that when I met him once," Peter lied. "He said that he just likes to see how big a fool Jameson can make of himself every time the _Bugle _publishes another screed about him."

"Spider-Man said that?" Rick asked in surprise.

"Wouldn't you, if the _Bugle _kept smearing you the way it did?" Peter asked, raising an eyebrow.

"Touche," Rick chuckled.

* * *

"So that's it?" Gwen Stacy asked Julia Winhill in surprise. "You're just quitting?"

Julia only sighed and stared into her coffee cup.

"I really don't know if I can do it anymore, Gwen," Julia said after a few moments. "I mean, it's one thing for people to disagree with what we're trying to do. I don't have a problem with that at all. But what the hell am I supposed to do when they send some crazed supervillain after me? And I'm not the only one, either-you probably heard about what happened to Phil Urich, right? They killed him to send Ben Urich a message. The only reason I'm still alive is because Sleepwalker kept saving my life! I might not be so lucky next time!"

Julia's hands began shaking involuntarily, and she released her coffee cup before she lost control completely and spilled its contents all over the table.

"But…Julie," Gwen tried to reason with her. "Guys like Sleepwalker and Spider-Man are always there when we need them. I mean, when I was kidnapped by Doctor Octopus, Spider-Man saved me from Doctor Octopus!"

"No, _you _saved _him _from being killed by Octopus when you hit him with that book, remember?" Julia pointed out acidly. "Spider-Man was too exhausted from fighting the rest of the Sinister Six to be able to fight back properly!"

"But he was there for me when I needed him," Gwen argued. "You think I don't know the dangers of being an activist these days? Not to mention I'm a police captain's daughter! How do I know that somebody won't try to get at my father through me? That's something I have to live with every day, but I don't quit!"

"Please…Gwen…I'm sorry…" Julia pleaded, shaking all over now. "If you're in the same boat as I am, you should know how I feel. I can't handle this anymore!"

"So that's it, then," Gwen finally huffed. "You're just going to let your fear keep you from doing what you want, from living your damn life."

Julia's eyes flared angrily.

"That's bullshit, Gwen!" she snapped back. "There's a difference between dealing with bad reactions, and nearly getting fucking killed! Octopus didn't go after you because of anything to do with your dad or our activism, he just picked you at random!"

"But Sleepwalker saved you before," Gwen persisted.

"Yeah, but what happens if his luck runs out?" Julia asked. "What if he gets killed by some costumed psychopath while trying to save me? You really want me to live with that on my conscience?"

"Would you say the same thing if a cop got himself killed trying to help you?" Gwen demanded. "Heroes are just like police officers and soldiers! They know the risks! That doesn't stop them from still trying to protect people!"

"I know…I know…" Julia stammered, as tears started to form in her eyes. "I just…can't…"

"Julie…" Gwen's voice softened. "I know how you feel, really. I just hate to see you quit like this, is all. You've probably got more passion for this stuff than anyone else, and I don't want to see you lose it. That's what I've been trying to get at-if you give up now, you let the bad guys win. They've scared you away from doing what's right."

Julia seemed to think on that for a minute, as Gwen watched her hopefully.

"…And I know how you feel, Gwen," Julia finally said. "It's just that…I can't stand seeing people I hurt, people I care about, being hurt because of what I do. I know that heroes, soldiers and cops know the risks…but that wouldn't make things better. I still want to care, I still _try _to care, but it's getting harder and harder for me," she explained sadly.

Julia was no longer shaking, but the haunted look in her eyes sent chills down Gwen's spine.

* * *

Rick had never been comfortable with very large party scenes. He'd always been more comfortable with a smaller, tighter group of friends, people he knew and could trust. That was what made his 22nd birthday celebrations so enjoyable, sitting and getting some dinner and drinks at the Blue Star with Alyssa, Red, Cyrus, Julia, Kenny, Peter and Gwen, so enjoyable.

"No, Gwen, you'll just wreck your shoes if you do that!" Alyssa was insisting to Gwen as they talked, with Rick and Peter watching in wry amusement. "You should never, ever practice tap dancing on concrete!"

"So what should I get instead?" Gwen asked.

"You'll need some sort of wooden floor," Alyssa replied. "You can just put it on the carpet and practice from there. Do you have any wooden flooring at your place, or something like that?"

Gwen merely laughed at that.

"What's so funny?" Alyssa wondered.

"Dad's a great cop, but he's a monkey with a wrench," Gwen chuckled. "When he tried to save some money by installing our hardwood floor himself, he measured everything wrong, ordered too many floorboards, and he broke into the pipes underneath the floor," Gwen sighed. "He ended up spending about an extra $3,000 to get all the damage fixed. So yeah, I should be able to find something like that."

Everyone laughed at that.

"That'd probably make a good subject for a comic strip," Kenny grinned. "I can just see the guys on _Home Improvement _trying to install a floor, and then they end up blowing up the house by mistake."

"I think you already did a strip like that," Rick reminded him sardonically. "Remember when you had George W. Bush activate the nuclear launch codes by accident while he was trying to program his VCR?"

Kenny merely facepalmed in aggravation.

"And once again, we see that with age comes wisdom," Kenny sighed. "See now, a smart guy like you will get a job while an idiot like me just sits on the couch all day watching episodes of _Aqua Teen Hunger Force _he stole off the Internet," he continued with a grin. "Did the staff at the _Bugle _do anything for your birthday?"

"There's no way J. Jonah Jameson would ever spring for anything like that," Rick replied, as Peter just laughed. "Besides, I wouldn't really want it anyway-this is a lot more fun than just broadcasting it to people who don't even need to know about it."

"You don't get as many presents, though," Red smirked.

"No, but the ones I do get mean all the more anyway," he grinned. "Why do you ask?"

"Because I thought you might like this before I head out," Red replied, tossing Rick a wrapped package. "I'm not too fond of him myself, but I figured you might like it."

Unwrapping it, Rick brightened to see that Red had given him a copy of Jack Kerouac's _On the Road Again, _one of the seminal novels of the Beat literary movement.

"Wow, thanks…" Rick smiled gratefully. "I really appreciate it…"

"It's a pleasure," Red assured him. "I actually got the idea after I realized that I was going to be going 'on the road' with the Patriot Guard Riders," he grinned.

Other birthday gifts included copies of _The Hobbit _(from Peter and Gwen), _The Wind in the Willows _(from Julia), _The Canterbury Tales _(from Alyssa), and _The Hound of the Baskervilles _(from Kenny). The only exception was Cyrus, who didn't seem to have brought a gift, and indeed hadn't really said anything to anyone else, simply sitting there and poking at his food in silence.

"What the hell, man?" Red reproached him. "You didn't bring a present? Did you even bring some money to cover your share of the bill?"

Cyrus looked up with an angry frown on his face. He opened his mouth as if to say something, before sitting down again and returning to eating his food.

"Aren't you even going to answer me?" Red persisted.

"Red, it's okay!" Rick intervened. "You okay, man?" he asked Cyrus. "You don't look so good."

Indeed, Cyrus was looking increasingly pale, as his eyes reddened.

"…I'm sorry," he finally said after a few moments. "I just haven't been feeling well lately. Do you mind if I just head home?"

"Sure, if you want to," Rick spoke up before anyone else could. "Just make sure and get some rest, okay?"

"…Yeah…" Cyrus finally mumbled, as he got up and walked away without saying good-bye or even paying for the meal.

The rest of the party continued all through the night, eventually moving to the campus bar for drinking and karaoke. Rick genuinely enjoyed himself, although at the back of his mind he couldn't forestall a sense of increasing worry about Cyrus.

* * *

As he drifted off to sleep that night, Rick was surprised to find himself appearing in his mind. Turning around, he saw Sleepwalker sitting in a meditative position beneath the portal that led to the Mindscape. Rick would have asked what Sleepwalker was doing there, until he remembered that there were times when the alien stayed within his mind to rest and eat by drawing extra energy directly from the Mindscape.

"Hey, Sleepy!" Rick called out to Sleepwalker, who roused himself from his trance. Still sitting in his cross-legged position, the alien gestured for Rick to join him. As he did so, Rick almost instinctively moved to sit down. Much to his surprise, he suddenly found himself sitting in a comfortable chair opposite Sleepwalker, who continued hovering in the air.

"Where the hell did this chair come from?" he wondered.

_"We are within your mind," _Sleepwalker reminded him wryly, a smile playing about the edge of the alien's mouth. _"You are king and keeper of this realm, and whatever you so think and desire, if it is within your own power to create it, becomes reality." _

"Okay…" Rick shrugged. "But I take it you had something you wanted to talk to me about?"

_"It concerns the current mental difficulties encountered by your friend Cyrus," _Sleepwalker explained. _"From within your mind, I have observed your interactions with him in the waking world with increasing concern. I feel that there is something greatly amiss with him, although I cannot entirely fathom what it is, much to my own consternation." _

"What do you mean?" Rick demanded.

_"From everything I have observed of humans and their sleeping patterns, Cyrus's physical condition makes him look as if he is only getting three or four hours of somnolence a night, instead of the seven or eight he is actually engaging in. Unless Cyrus is lying about how much somnolence he is receiving, which I consider to be extremely unlikely, it is clear that he is not absorbing as much energy from the Mindscape as he should." _

"…So what does that mean?" Rick asked, alarm in his voice. "Where's all that extra energy going?"

_"In all likelihood, something is siphoning off Cyrus's mental energy, draining it as he slept. I myself have always been careful to draw extra energy from the Mindscape over and above what you yourself take while you sleep, and not to draw upon your own personal reserves without your express permission, but any number of parasitic entities from the Mindscape are not so careful." _

"Oh my God," Rick groaned. "So what could be causing this?"

_"And now we come from the aspect that brings the greatest cause for concern," _Sleepwalker frowned. _"Among my talents as a Sleepwalker, I am able to detect the presence of such malign entities as mindmites, Maskacres, mindspawn or cannibaks within a human mind, but so far as I can tell Cyrus has never fallen victim to any such creatures. I have analyzed the auras of yourself and your closest friends on previous occasions, and I have found nothing amiss within them." _

"When did you look at our auras?" Rick asked. "When you met my friends at the cabin back in June?"

_"Among other occasions," _Sleepwalker nodded. _"You will not remember the encounter, but while you and your friends were sleeping you were attacked by two demonic presences," _he continued, before he told Rick the whole story of Deathwatch and the Scarecrow's invasions of their minds, and Sleepwalker's struggle against them with the Ghost Rider, using his warp vision to project images of exactly what happened. Rick paled in horror, although he appeared considerably relieved when Sleepwalker banished the monsters with his Imaginator.

"…Wow…" Rick shook his head. "And you couldn't find anything wrong with Cyrus besides that?"

_"Indeed not," _Sleepwalker shook his head, _"which is by far the greatest cause of concern. So far as I can tell, none of the malignant entities that I am familiar with from the Mindscape have possessed him. I shall continue to ponder the matter, but for the nonce there is little else I am capable of doing." _

"I'll ask Cyrus if he can think of anything else," Rick offered. "Maybe that'll help."

Sleepwalker only nodded and resumed his meditative trance, before Rick passed into sleep, still shaken at his friend's description of that horrible, terrifying night.

* * *

The thugs who committed the break-in hadn't expected that any of New York's superheroes would notice them breaking into a ratty tailor's shop in one of the quietest parts of town. The general belief was that superheroes tended to focus on the areas with violent crime, or areas with richer targets such as banks and jewelry stores, places where the most high-profile crimes took place. That was why the Snakebacks had built the drug lab in this rundown shop, thinking that it wouldn't attract much notice.

The Yancy Street Gang and the Snakebacks had been on opposing sides during the recent gang war, with the Snakebacks siding with Crimewave while the Yancy Streeters sided with the Kingpin. Now, even though the war had informally ended, many of the crime syndicates' thugs and affiliated street gangs were still trying to score points against their rivals. With the gear and the excess product they intended to steal from the lab, the Yancy Streeters hoped to provide further bargaining power to the Kingpin in the negotiations with Crimewave and Philippe Bazin. It had been locked down while the war was going on, and the Snakebacks hadn't been able to come back and reclaim it yet.

It wasn't until they had made their way into the lab in the tailor shop's basement and begun gathering up the equipment and the product that the Yancy Streeters realized they weren't alone. As one of them turned around to face the stairwell, he saw a strange entity in a ragged blue outfit and a tattered hood and cowl, its eyes glowing a hellish red underneath its hood, standing silently in the stairway.

"Dude, what the fuck?" the punk babbled in alarm, dropping the gear he was carrying to pull out his gun. "It's the Sleepwalker, guys it's the Sleepwalker!" he screamed, firing off several rounds at the figure, who simply advanced through the doorway and stepped into the room, harmlessly absorbing the bullets. The other four punks had drawn their own weapons and were pumping the creature full of lead, but it simply continued walking forward in an eerie silence, seemingly impervious to their attacks.

The creature's eyes glowed a bright blood red, and then it emanated a bright fuchsia-colored light from its eyes, warping everything in the room into bizarre, twisted shapes. The men screamed and tried to escape, but the very floor and the furniture rose up and entangled them, wrapping around them and locking into new forms that left them unable to escape.

The creature looked around at its victims, its cold gaze sending chills down their spines despite the heat of its eyes. It made its way upstairs and turned on the lights in the shop proper, before reaching out to the telephone and dialing 911. The operator on the other end would hear no one on the other end except the faint cries of the Yancy Streeters coming from downstairs. She would send the police to investigate, where they found the trapped Yancy Streeters, the drugs and all the manufacturing equipment.

By the time all this happened, however, the mysterious entity that caused it was long gone.

* * *

One minute, the sleeping Cyrus felt like he was flying, almost delirious with happiness and joy.

The next, he felt everything come to a crashing halt, as he realized he was trapped in a deep black pit, weighed down with depression and sorrow.

He fell up high, he flew down low.

Everything went upside down, sideways and horizontal, and then vertical, forward and right-side up.

One moment everything was a paradox, the next everything made perfect sense.

He was at peace with the universe, understanding everything that ever was or would be, and then nothing made sense at all, as he became deaf, mute and blind all at once.

* * *

The next morning, Rick mulled over everything Sleepwalker had told him, and everything that was going on with Cyrus. He couldn't imagine what was going on with Cyrus, and could only hope that his friend would go to see a doctor.

_But then, if you can't help him, what good will a doctor do? _Rick wondered sadly to Sleepwalker as he unfolded the morning edition of the _Daily Bugle. _

Much to his astonishment, Rick found coverage on the Yancy Street Gang members' failed break-in that credited Sleepwalker for the capture, even though he knew for a fact that Sleepwalker had spent all of last night remaining in his mind to recharge. Even then, reading through the article it was clear that it had been done by someone whose powers were very similar to Sleepwalker's, given how everything in the room had been so bent and twisted to capture the criminals.

Even stranger was what happened when Rick read about all the other areas where Sleepwalker had acted in recent days. He felt the wave of drowsiness overcome him, the signal that Sleepwalker used to send when he needed to urgently react to something Rick had seen or heard, and realized that something was very, very wrong.

_Later, alright? _Rick thought inwardly to Sleepwalker as he left his apartment and headed for the bus stop. _I'll ask around at the _Bugle _about this-maybe we can get some more information. _

Rick was tied up almost all day with typing up the articles that Ben Urich had told him to look after, and so he wasn't able to spend much time talking to the other _Bugle _staff members. Peter hadn't come in to work either, instead working at Fireheart Industries as part of his summer internship. By late afternoon, he hadn't made much progress and was just about ready to finish up for the day when Joy Mercado came by his desk to introduce herself.

At most, Mercado was ten years older than Rick himself, but despite her youth and beauty there was a distinct hardness to the way she carried herself that made Rick blink in surprise. When she spoke, there was an edge in her voice and a strange look in her eyes.

"You're Rick Sheridan, right? Ben Urich's assistant?" she asked him, pulling up a chair without bothering to ask.

"Well, I do so much work for him that I might as well be," he tried to joke, somewhat caught off guard by her abruptness. "You're-"

"Joy Mercado," she introduced herself, shaking Rick's outstretched hand. "I'm taking over from Ben."

"You are?" Rick asked with more surprise in his voice than he intended.

"Kind of surprising, isn't it?" Joy asked with a smirk. "Hopefully I'll be a lot easier on the eyes than old man Urich."

"Uh, I guess so…" Rick ventured hesitantly, not entirely sure how to reply.

"I know what you're probably thinking," she continued, leaning back in her chair and crossing one leg over another, placing her hands on her knee in a casual position. "Thirty-two years old, a woman, and she's assigned to cover the crime beat of the most dangerous city in the country? Well, suffice it to say that I've been around," she shook her head, as her eyes took on a faraway look. "I've seen an awful lot, believe me."

"Uh…" Rick began.

"Relax, kid, I'm just here to introduce myself," Joy shook her head. "Ben's told me you're good at what you do, so we shouldn't have too many problems. I just wanted to give you a heads-up in that you'll probably be working for me most of the time once you're done Urich's last swan song on the gang war."

"No problem," Rick nodded. "Say, can I ask you something?"

"Shoot," Joy nodded.

"What's up with this Sleepwalker article? Are you intending to follow up on it?" he asked.

"Maybe," Joy shrugged. "Why do you ask?"

"There were just a few details I'd need to know in case you do," Rick replied. "You mention a bunch of other places that Sleepwalker's been active-where were those again?"

After Joy had listed out all the places and the dates Sleepwalker had appeared on, Rick scratched his head in confusion.

"What's that for?" Joy asked him.

"Nothing, I'm just committing them to memory," Rick replied half-truthfully, as he wrote the places and times down. "Was there anything else you needed?"

"No," Joy shook her head as she pushed back her chair and stood up. "Just make sure you do a damn good job on those gang war stories," she said sternly. "With all the shit Urich has been through over the last thirty years, he deserves to go out with a bang."

With that, Joy got up and left, leaving Rick to wonder what she was talking about.

* * *

Knocking on the front door of Red and Cyrus's apartment after work, Rick felt an increasing sense of unease as he waited for his friend to answer the door. He hadn't seen Cyrus on the bus that morning, and he strongly began to suspect something was wrong, even more so when he'd read about the Yancy Street Gang members who'd become trapped by a strange Sleepwalker-like entity, even though he knew for a fact that the alien had stayed in his mind throughout the night.

Cyrus finally threw open the door after several minutes of knocking, and he didn't seem happy to see Rick.

"What do you want?" he demanded.

"I was just concerned about you," Rick replied. "Are you-"

"No…I'm not," Cyrus shook his head. "I went to see my doctor today, and he said I'm probably suffering from some kind of sleep apnea. He thinks I may be having trouble breathing when I sleep at night, which is why I'm so exhausted during the day."

"So what are you going to do?" Rick asked.

"The doctor prescribed some medicine, and it looks like it'll be covered by our student health insurance," Cyrus smiled. "I should be alright after a couple of weeks of taking that."

"Well, that's good to hear," Rick smiled.

"Yeah," Cyrus sighed. "Look, I'm sorry I've been such a dick lately-you know how I get sometimes. I even forgot to get you a birthday present."

"Don't worry about it," Rick reassured him. "Tell you what-you install the new version of Norton Anti-Virus on my computer, and we'll call it even. How does that sound?"

"Like a plan," Cyrus grinned. "What are you doing tonight?"

"Alyssa's taking me to Shakespeare in the Park," Rick replied. "Did you want to come?"

"I think she just wants it to be you and her," Cyrus smiled. "No, I'm good-I want to get caught up on the latest volume of _Full Metal Alchemist _anyway."

"No problem," Rick grinned. "See you around!"

With that, Rick headed to meet Alyssa for their date, relieved that he had at least one less mystery to worry about.

* * *

Falling asleep that night, Rick was once again surprised to find himself manifesting within his mind, as Sleepwalker came over with a look of deep worry on his face.

"What's going on, Sleepy?" Rick asked. "It looks like-"

_"-this problem is far from addressed," _Sleepwalker finished for him. _"Your conversation with Cyrus this afternoon has only heightened my concern regarding his current condition." _

"What do you mean?" Rick asked. "Cyrus said-"

_"It is doubtful that either his doctor or Cyrus himself are fully aware of the current implications," _Sleepwalker said urgently. _"For many months now, I have observed the waking world through your eyes, and heard it through your ears. Cyrus has always registered a normal somnolence pattern before now, has he not?" _

"Yeah, but-" Rick began, before Sleepwalker cut him off again.

_"Does it not strike you as unusual that he should begin to develop such strange anomalies in his sleep cycles, whereas in all the years you have known him previously, he registered nothing unusual?" _Sleepwalker asked him.

Rick paused on that for a moment, but Sleepwalker did not give him a chance to reply.

_"Furthermore, your questioning of Joy Mercado this afternoon has convinced me that the strange crimefighting activities that were mistakenly attributed to me are somehow related to Cyrus's somnolent troubles," _Sleepwalker explained. _"I can state, with absolute and unequivocal certainty, that I was never involved in any of these incidents. Indeed, some of them occurred while I was resting in your mind throughout the night. You are already well aware of that fact." _

Now Rick shared Sleepwalker's worry.

"…So what's going on?" he asked.

_"As inconceivable as it may appear, I believe that another Sleepwalker has crossed the threshold into the human world, released while Cyrus sleeps," _he explained. _"The descriptions offered by the many criminals apprehended by this mysterious new visitor almost exactly resemble a Sleepwalker in physical appearance, and no human could or would possess my abilities. The sole exception would be Psyko, but he remains imprisoned at Ravencroft Asylum. Were he to regain his liberation, I would know in an instant, but such is not the case." _

"Why didn't you tell me this before?" Rick demanded.

_"Because it was not until you questioned Joy Mercado that I fully comprehended the nature of the situation," _Sleepwalker explained, _"and I wish to minimize my disruptions into your waking life as much as possible. In any event, releasing me would accomplish little, considering that this second Sleepwalker would not manifest in the human world until Cyrus falls asleep." _

"Okay…" Rick hesitated, "but you told me that you couldn't detect anything wrong with Cyrus. Did this second Sleepwalker avoid your senses, or something?"

_"My detection abilities do not typically extend to my fellow Sleepwalkers," _Sleepwalker shook his head, _"nor to some of the more benign species of the Mindscape, such as Iddoctors and Thirdyes. Our senses are most attuned to the malevolent entities, such as Cobweb and his depraved kin. But, now that I am aware of what I must search for, I shall be able to find it." _

"Okay, Sleepy," Rick nodded, as the alien began to leave for the human world. "I wonder how I'm going to break this to Cyrus…"

_"And I shall be most curious as to the circumstances under which another of my kin became bonded to a human consciousness," _Sleepwalker agreed, before he departed through the portal and left Rick alone.

* * *

Looking through the window at the sleeping Cyrus, Sleepwalker picked up on an energy trail that he could have followed if he was blind. He wouldn't have any trouble following the trail left by this new Sleepwalker.

That gave the alien hero pause.

He wasn't very skilled at following energy trails, and most Sleepwalkers only left the very faintest traces to begin with.

This all seemed wrong-wouldn't he have heard from the Silent Ones or Sv'ara if another Sleepwalker had become trapped on Earth?-and yet he hadn't heard anything at all.

Watching Cyrus sweating and shaking in his sleep, clearly suffering from whatever was linked to his mind, Sleepwalker knew he still had to do something.

* * *

The trail led to an abandoned scrap metal yard, where Sleepwalker saw the slender, hooded figure hovering in the air, sitting in a meditative position. As he came closer, he saw the creature's olive green skin, purplish-red compound eyes…

…and then Sleepwalker recognized the being, someone he had never expected to see alive once again…

_"N'ogskak!" _Terren'sk called, as the being stirred in response to his call. _"My brother! By the Sacred Thoughts of the Silent Ones, where have you been all this time?" _

Joy and disbelief intermingled as Terren'sk tried to embrace his elder brother, the Sleepwalker who had taught him everything he knew about combat, about the lore of the Mindscape, about the use of his warp vision, and so, so much more. He had disappeared more than a century ago, after he'd travelled to another part of the Mindscape to gather some more Sleepwalkers to assist them with a battle against the Shadow King.

N'ogskak had never been seen again, and Terren'sk had despaired of ever seeing his brother again. Now, however, here he was, returned at last.

_"And so, I have finally found you," _N'ogskak replied dully, rising from his meditative position and staring intently at Terren'sk. _"After a century and more, we are reunited." _

_"Not a moment has gone by when I did not wonder as to your ultimate fate, brother," _Sleepwalker said, feeling happier now than at perhaps any time since he'd become trapped in Rick's mind.

_"But now I have returned, and I am finally capable of expressing my deepest feelings," _N'ogskak continued flatly.

_"What do you mean?" _Terren'sk asked.

_"See for yourself!" _N'ogskak roared, casting his warp beams onto Terren'sk. The younger Sleepwalker barely had time to blink in surprise before the warp energy cascaded over him, painfully twisting his body even as it began subjecting him to all his worst fears.

Again, he saw Psyko spreading his madness and perversions, tearing out the worst nightmares of his victims and forcing them to relive their terrors over and over again.

Again, he saw John Edward Cicala murdering another innocent victim.

Again, he saw his human friends dying at the hands of his enemies.

Terren'sk fell so deep into the nightmare, caught completely off guard by the shock of what his brother had done to him, that he could not react to N'ogskak casting his warp beams on the broken scrap metal around them. Even as his body twisted and contorted, Terren'sk felt the searing pain of a hundred razor-sharp shrapnel blades, formed from the broken metal around him, slashing his body.

Reeling in pain and horror, Terren'sk couldn't stop N'ogskak from viciously assaulting him, even as he tried to break away from the relentless attack.

_"Trapped, alone for a century and more!" _N'ogskak screamed above the sounds of the beating, _"Imprisoned at the hands of my most hated of adversaries! And where were you, brother, when I needed you most? You enjoyed a century of happiness with your beloved, while I was left with nothing!" _

_"But…I searched…for years I made an effort to locate you…" _Terren'sk pleaded, unable to resist his brother, hopelessly confused and unable to make sense of what was going on.

_"And yet, look what has become of me," _N'ogskak sneered, as he continued thrashing his younger brother. _"Cast out from one prison, I am trapped within another, condemned to share your wretched fate with one who is not even fit to breathe the same air as myself!"_

In all the confusion and the horror, Terren'sk locked onto those words.

Cast out of a prison…trapped by his most hated of adversaries…

_"Help me…" _N'ogskak suddenly gasped, as he relented the attack. _"I…cannot…" _he gasped, shuddering violently as if consumed by some inner struggle.

_"N'ogskak?" _Terren'sk started, as the horrible truth began to dawn on him. Focusing on his brother with his otherworldly senses, Terren'sk suddenly realized what had happened to his brother…

_

* * *

_

The Mindscape has many dark corners, places where forgotten memories and old sorrows go to die. Tender feelings, desires for vengeance, love and hate that no one can ever know, all roads lead to this point.

_N'ogskak passed through such a place on his way to another part of the Mindscape. It was there that he was taken, imprisoned by Cobweb, who caught him by surprise and entrapped him before he could resist. _

_A century and more of torment passed, a hell N'ogskak could not escape, even as he was continually tormented by the possibility of freedom, the realization that his brother was suffering at Cobweb's hands, and his keen sense of frustration at being unable to do his duty as a Sleepwalker, the duty that was his very reason for being. _

_Poisoned by Cobweb's dark energies, his feelings of rage, helplessness and hated perverted by the demon for his own ends, N'ogskak began as a Sleepwalker and ended as a Dreamkiller, an entity that knew only horror and misery, and knew that it knew these things. _

_It knew full well the crimes it committed, although it was powerless to stop them. Try as it might, the Dreamkiller's life was not its own. _

* * *

Cobweb's demonic essence had been masked within Cyrus's mind by the essence of the Sleepwalker that carried it. Terren'sk would have noticed it immediately, except that it was in the aura of N'ogskak, not Cyrus himself.

Another memory sprang immediately to Terren'sk's mind, as he realized something else…

_

* * *

_

Cyrus O'Donnell stirred in his sleep, shaking his head as he finally came awake. He turned on his beside lamp and looked around his bedroom walls, seeing nothing but his familiar astronomy charts, Gundam anime posters, his telescope, computer, and multiple bookshelves. Nothing seemed out of place.

_Still, the short, pudgy, brown-haired young man could not shake the feeling that something was wrong. Images of Red and Rick flashed through his mind, memories of the party at which the Bookworm had attacked. He began seeing images of the horrible Grendel as it smashed through the walls of the frat house, bowling him over before it broke through the front window, taking Red and Flash Thompson._

_What was it Cyrus remembered about that night?_

And then…

_Cobweb recoiled and exited Cyrus's mind, cackling with glee as he returned to the Mindscape. Sleepwalker's corrupted Imaginator had given him the power to go directly even into minds that were awake, and manifest in the human world. His powers of illusion and hypnotism had led him to exploit the feelings of hatred, anger and bitterness lingering in places where great conflicts and tragedies had taken place._

_

* * *

_

"For so many months…"

Terren'sk realized, boundless joy turning to pure, poisonous hate. _"For so many months, you have been waiting. When first you began appearing in the human world with my Imaginator, you planted my brother, twisted by your own perversions into a Dreamkiller, into Cyrus's mind. And now you release him!"_

Terren'sk cast his warp beams back on N'ogskak in turn, causing his brother to twist and contort. Then something entirely unexpected happened, as N'ogskak's olive green skin took on a ghastly ash grey hue. Long, bleeding scars and weeping sores tore themselves into his body, before spiderlike tendrils erupted from the wounds, slithering and writhing with a life all their own.

When the thing that was N'ogskak spoke again, it was with an entirely different voice, one that Terren'sk could recognize from the darkest of human nightmares.

"_You still remember," _Cobweb hissed through N'ogskak's mind, grinning sardonically. _"Even now, lonely as I am from my imprisonment in the Mindscape, it does my heart good to know that I am still your fondest memory. I am deeply honored." _

"_Get out of my brother!" _Sleepwalker shrieked, blasting the Dreamkiller again with his warp beams, intending to drive Cobweb's possession out, to send N'ogskak back to the Mindscape, to liberate him from the hell that Cobweb had trapped him in.

"_Oh, that's not going to work," _Cobweb snickered as the Dreamkiller absorbed the warp beams full force. _"I am not possessing your brother. Indeed, I have become one with him! His essence is my own! And his bond with his human host, much like the one you share with young Rick Sheridan, makes you in essence a resident of this dimension, and precludes your banishment back to your own plane of existence once affected by a Sleepwalker's warp vision!" _

Terren'sk and the Dreamkiller flew at each other in a murderous rage, blasting each other with their warp beams as they fell further and further into their hatred.

Even as they fought, Terren'sk could still hear Cobweb's voice speaking into his mind.

_I suppose I could have ruined your reputation by framing you for any number of criminal acts, _Cobweb smiled, as Terren'sk tore himself free from the tendrils sprouting from N'ogskak's body. _But then you would realize that you had been framed, and you would have been angry. Thinking that another Sleepwalker had come to this world, perhaps even your long-lost brother, would heighten your joy and anticipation, and put you in the right frame of mind for when I revealed the truth. _

_Patience is a virtue, or so the humans say, _Cobweb laughed as N'ogskak lunged at Terren'sk with his talons, to which Terren'sk responded with a pair of stabbing spears crafted from the scrap metal. _Did you ever stop to think why I waited so long after my imprisonment to release the Dreamkiller? Think of it as a birthday gift to Rick Sheridan, something he can always remember me by. Think of it as a gift for you too, particularly in my reuniting you with your brother…_

Cobweb's ghoulish laughter echoed in Terren'sk's ears as he slashed the Dreamkiller's tendrils with his spears. As Cobweb's laughter receded, he heard N'ogskak's voice, his _real _voice, breaking out in a hollow, desperate croak.

"_Help me…" _N'ogskak gasped, even as his corrupted body began to shudder again. _"Please...Terren'sk…I can't…" _

"_How can I help you, N'ogskak?" _Terren'sk asked. _"I am currently unable to-" _

"_Please…kill me…" _N'ogskak pleaded. _"I cannot…live like…I have become a monster…" _

Terren'sk felt sick with horror.

"_N'ogskak…I cannot do this…is there no other conceivable way that I may restore you to your former self?" _Terren'sk pleaded.

"_It has progressed too far," _N'ogskak whispered. _"Cobweb's corruption has poisoned my very essence. As I exist now, I am little more than a mindspawn, to be used and disposed of as he sees fit, albeit fully capable of seeing and understanding everything that I do," _he sighed. _"Even now, it is all I can do to avoid striking at you once again. Should you fall before me, you know that I will seek out your human friends, and exact Cobweb's vengeance upon them…this is what I am now…" _

Grief fought with rage as Terren'sk tried to think of something, anything, to deny his brother's logic.

"_There must be some other way…" _he stammered.

"_No, there is not," _N'ogskak breathed. _"And I cannot live like this, knowing what I have become. After being alone for so long, surrounded by Cobweb's horrors, I have become a horror myself. Please, Terren'sk, I beg of you!" _

All of a sudden, the Dreamkiller seemed to relax, as Cobweb seemed to release his grip on the creature, the puppet master letting up on his marionette's strings.

"_Please forgive me, brother…" _Terren'sk thought sadly as he drove one spear into the Dreamkiller's heart, and another into its neck, the only areas where a Dreamkiller could be truly physically harmed.

"_There is nothing that needs forgiving," _N'ogskak reminded him, as the light began to fade from his eyes. _"Remember our highest ideal, that of sacrificing ourselves so that others may live free. Through my death, your human friend Cyrus O'Donnell shall be freed of my presence in his mind. So too shall I be freed of the horrors to which Cobweb has subjected me for the past century." _

"_N'ogskak…" _Terren'sk began, as the Dreamkiller's body began to wither and dissolve.

"_So too may you live free, Terren'sk," _N'ogskak gave a faint smile of gratitude, _"free of your concerns of what I would think of you. Should my memory ever be a source of trouble to you, you need only remember how proud I am of you, and how profoundly you honor me by being my brother…" _

All Terren'sk could do was close his eyes as what was left of N'ogskak finally faded away into nothingness. He heard the spears clatter to the ground, and remembered that he was all alone.

He sank to the ground in despair, sitting among the wreckage for several long moments as his grief overcame him. Then his sorrow turned to anger, as he looked into the sky.

All he could do was scream Cobweb's name in anguished, helpless fury.

In the back of his mind, he could still hear the monster laughing.

(_**Next Issue:**_ Cobweb's birthday present to Rick turns out to be the gift that keeps on giving, as both Sleepwalker and Cyrus try and cope with the fallout of what he has done to them. But what will happen when they decide to take matters into their own hands? All this and more in _Sleepwalker #49: Happy Birthday To Me!)_


	55. Happy Birthday To Me

In his centuries-long war against the horrors of the Mindscape, Sleepwalker had seen how humans could be tormented by nightmares, traumas and obsessions, unable to stop dwelling on them even when they wanted to. They would replay the events over and over in their minds, a prison of their own emotions. Sometimes these troubles were encouraged by Cobweb or another demon of the Mindscape, monsters who trapped their prey in an endless cycle of despair.

Of course, humans were not these monsters' only victims. Resting in Rick Sheridan's mind as his human host went about his daily routine, all Sleepwalker could think of him were the horrific events of the night before. He had been forced to kill his own brother, perverted into a Dreamkiller by Cobweb's perversions and released into the human world through the demon's invasions of Cyrus O'Donnell's mind. Sleepwalker could almost feel himself still holding the twin spears with which he'd torn open the Dreamkiller's throat and pierced his heart, the only things that could free his older brother from what Cobweb had done to him.

Of course, the memories didn't overwhelm him, and Cobweb knew that.

After all, if he was completely overcome with grief, he would have stopped hearing Cobweb's sick, depraved laughter.

* * *

SLEEPWALKER #49

"HAPPY BIRTHDAY TO ME"

* * *

Alyssa Conover nearly dropped her cell phone when she heard the knock at the door, absorbed as she was in texting a rehearsal date to her dance partner Whitney Cooper III. Wondering who it was, since neither Rick or Julia would be home for a few hours yet, she finished her message and then went up to answer the door. Much to her surprise, she found her friend Kenny Anderson standing there, holding what looked like a ringed sketchbook in his hands.

"Hi Aly," Kenny said, somewhat embarrassed. "Do you mind if I come in?"

"Sure," she smiled as she led him in and shut the door behind him. "What's up?"

"Do you think you could help me with something?" he asked, scratching the back of his head in an awkward fashion. "I'm kind of…uh…"

"What's the problem?" Alyssa wondered, frowning quizzically.

"I need your help with an art project," Kenny finally said, somewhat sheepishly.

"…An art project?" Alyssa asked in surprise. "I can't draw, if that's what you're asking."

"No, no!" Kenny shook his head. "It's for one of the art classes I'm taking this summer. I was wondering if you'd pose as one of my models. I need some attractive subjects."

"Well, why didn't you say so?" Alyssa grinned, before a sudden thought hit her. "Wait, is this-"

"No, we're not drawing nudes, if that's what you're wondering," Kenny reassured her. "What I want to do is draw my models in fantastical poses. Angels, princesses, superheroines, stuff like that. I'd just need you to pose for a reference, and then I'd build the scene around you."

"It'd be my pleasure," Alyssa smiled warmly, greatly reassured. "What did you have in mind?"

"I'm still trying to figure that out," Kenny replied, flipping through his sketchbook. "I had a few preliminary designs. Here, why don't you pick one?"

Taking the sketchbook from Kenny, Alyssa sat down with him on the couch and began glancing through its contents. Her mouth fell open as she saw how carefully rendered many of the drawings were, even though they were merely rough sketches. As she flipped through the pages, she saw many different fantastical scenes, such as female superheroines fighting alien invaders to Beauty dancing with the Beast to more mundane ones such as a woman sitting in a garden full of bright flowers or a woman hugging her dog in front of a roaring fireplace on a cold winter's night.

"Wow…" Alyssa breathed in amazement. "Kenny?"

"Yeah?" he asked her.

"…Where did you learn to draw like this?" she asked in astonishment.

"I…uh…" Kenny stammered for a while. "I took a lot of classes when I was a teenager. I've been taking drawing classes as part of my fine arts requirements. Why do you ask?"

"Because these sketches are amazing," Alyssa told him honestly. "I mean, I don't know art, but I really know what I like. Rick told me you were changing your majority to Art, right?"

"Yeah," Kenny smiled. "I guess I finally found something I'm actually good at. So…" he ventured, after taking a deep breath, "would you be one of my models?"

"It'd be an honor," Alyssa said sincerely. "And I mean that, Kenny-you've got a real gift here."

"Wow…thanks," Kenny grinned in reply. "That means a lot, it really does."

"Hey, it means a lot to me too that you want to draw me," Alyssa answered. "Who else were you planning to get in on this?"

"Julia for sure," Kenny replied. "I might get Gwen Stacy and Mary Jane Watson too, if they're interested."

"They'd be crazy not to," Alyssa replied, before she looked back at the sketches.

"You know…I'd really like this one," she pointed to one sketch that caught her fancy.

Kenny blinked in surprise.

"I'd have thought you'd want the Swan Lake one," he replied. "But hey, it's still a great choice. You'll love it, I promise."

"I know I will," Alyssa assured him.

* * *

Cyrus had woken up screaming, covered in a cold sweat and tangled up in his sheets. His sleep had been plagued with nightmares that he couldn't remember, although the horror remained imprinted on his mind. Slowly rising out of bed, he staggered into the bathroom, and stared into the mirror.

The face that looked back at him was that of a dead thing, a ghastly pale in color except for its red bloodshot eyes. Cyrus's body shook violently, as if trying to suppress something that threatened to erupt from within him. Grabbing hold of the sink, Cyrus tried to will himself to stop trembling, but his body refused to obey. He suddenly felt violently ill, before his stomach rebelled and he ended up vomiting in the sink.

There was…something, just _something _in his mind that he couldn't get rid of, no matter how hard he tried. Trying _not _to think about it only impressed it even further upon his mind, to the point where it was the only thing he thought of.

That was when the laughter began.

It echoed in Cyrus's ears, becoming the only thing he heard, just as the horror was the only thing he felt. At first, Cyrus tried to drown it out by screaming, but the laughter merely increased in pitch to the point where it outdid him. He tried to shake his head violently, even slamming it against the wall, but that only made the laughter vibrate through his entire skull.

Within himself, he begged, pleaded, prayed for something, anything to put him out of his misery. The laughter and the horror were going to drive him mad, if he wasn't already insane.

At first, he couldn't see any way out of the darkness.

Then the light appeared.

* * *

It was another regular day at the _Daily Bugle _for Rick, who was consumed with typing up what would be Ben Urich's last hurrah, a series of articles discussing the recent mob war that had torn through New York City. Thirty-six innocent bystanders had been killed, along with dozens of assorted hoods, underbosses and gangbangers. Now the war had ended, and New York had returned to an uneasy peace…or as close as the city ever came to peace, anyway.

It was as he was about to stop for lunch that his phone rang. Much to his surprise, it was his friend Julia Winhill, who also worked part-time at the newspaper writing her own occasional news columns and providing research assistance to a few of the _Bugle's _reporters. Since Julia was often out of the building while Rick was typically stuck at his desk, they hadn't had much chance to interact since Rick had begun working there.

"Hey Julie," Rick answered. "How's it going?"

_"I…need to talk to you, Rick," _Julia replied on the other end, her voice hesitant and soft. _"I'm having a real hard time…" _

"Sure," Rick reassured her. "I was just about to go for lunch. If you like, we can-"

_"No, it's a lot more private," _Julia insisted. _"It has to do with some of the…personal changes that have been going on in our lives." _

Rick immediately understood what she was talking about.

"I'm free this evening," he offered. "Did you want to meet then?"

_"Sure, that sounds great," _she agreed. _"I'll see you then. And thanks a lot, Rick." _

"No problem," he assured her, before something hit him.

He still needed to check on Cyrus and make sure he was all right, especially with what Sleepwalker had been warning him about.

Curiously, though, Cyrus wasn't answering his cell phone, the landline at his and Red's apartment, or his telephone at work. According to Cyrus's boss, he had phoned in sick again, saying that he was going to see the doctor about his sleep apnea.

Shrugging, Rick shut off his computer and stood up to leave, realizing that Cyrus may have been right after all when he said that he would be fine.

Then again, given how Sleepwalker's concerns often turned out to be right, he knew he'd probably better check on Cyrus after he was done with Julia.

* * *

"What's the matter, exactly?" Rick asked Julia as they shared some Kraft Dinner that evening, after having walked Rambo for Alyssa.

"You know everything that I've been through since Sleepwalker became trapped in your mind, right?" she asked him. "He's saved my life three times so far."

_Four, actually, _Rick thought, although neither Julia nor any of his other friends had known about how they had nearly been killed by Deathwatch and the Scarecrow. Rick himself had only found out after Sleepwalker had told him, and he had no intention of passing it on to his friends, not wanting them to worry any more than they already did.

"Okay…" Rick prompted. "So how can I help you?"

"I…just can't take it anymore," Julia sighed. "I mean, my activism was what got Lightmaster so angry at me, and then somehow my writing in the _Daily Bugle _got some demon to attack me in my dreams," she shuddered. "It…just…oh God…"

Rick instinctively grabbed Julia's hand, patting it gently. He didn't say anything, waiting for Julia to gather enough courage to continue.

"How do you deal with it?" Julia finally asked. "I mean, with everything you and Sleepwalker have been through, you must have wondered whether it was really worthwhile. Didn't you ever want to quit?"

"Well…" Rick hesitated.

"I was thinking about quitting my activism," Julia explained. "I went into this expecting to get criticized by people who disagree with me, but I never thought I'd nearly get killed over it."

"So, why don't you quit?" Rick asked.

"My conscience keeps bugging me," Julia looked down in shame. "That's why I wanted to talk to you-I figured you and Sleepwalker have probably been through the same kind of thing, and I could really use your advice. Did you or Sleepwalker ever think of stopping? And why'd you keep going?"

"Sleepwalker's race exists to fight criminals, demons and nightmares," Rick shook his head, "so he'd never think of quitting. As for me, though…I admit there are times when I figured I couldn't deal with it anymore, but I chose to keep at it because of all the good Sleepwalker's been doing. I've made peace with Sleepwalker being a part of my life, and I'll accept whatever happens. I can live with it because it's my choice."

"But that's what I feel so bad about," Julia rubbed her temples. "I can't help but feel like I'm letting the bad guys win, that I'm ditching my responsibilities, that-"

"You've got more important things to worry about than your social causes," Rick pointed out. "What about your responsibilities to yourself?"

"…What?" Julia trailed off.

"Peter Parker once told me about how, with great power, there has to be great responsibility," Rick explained. "He said it was a responsibility to do what's right and help other people in need. But I don't think he fully realized the responsibility people have to themselves."

Julia blinked curiously.

"What about your responsibilities to yourself?" Rick asked. "Is this activism actually making you happy, or making you feel fulfilled? All it seems to be doing is making you miserable."

"Yeah, but-" Julia persisted.

"But you won't be of any use to anyone if you keep stressing over it like this," Rick finished for her. "Even if you don't have any powers, you still do a lot more than most people ever would, and certainly more than most people expect. If you want to take some time away from this, or even do something else altogether, no one's going to stop you."

"But-" Julia tried again.

"I can't make the decision for you," Rick continued. "You need to decide what's most important. But I can tell you this much-no social cause is worth your life. Sleepwalker and I choose to do what we do, but that's because he has powers to defend himself against freaks like Lightmaster and that Mr. Jyn character."

Julia thought about that for a moment.

"And don't forget that, no matter what happens, Sleepwalker and I will always have your back," Rick assured her. "If you decide to keep going, and somebody tries something again, they'll have to answer to Sleepwalker. Lightmaster learned that the hard way," he grinned.

"…I will," Julia finally smiled. "I really appreciate your helping me with this, Rick-I just wasn't sure what to do."

"Hey, you and everybody else were there after everything I went through with Psyko and my parents," Rick replied. "What kind of a friend would I be if I didn't return the favor?"

Julia embraced Rick in a tight hug, a weight lifted off her shoulders.

* * *

Working for Norman Osborn was never easy at the best of times, particularly if you were one of his vice-presidents. While he had rightly earned his nickname of "the Miracle Worker", a moniker given to him by the business community for his amazing success in reviving Osborn Industries after his drunken idiot of a father had nearly run it into the ground, his demeanor was so cold-blooded that many people also tended to think of him as a particularly spiteful reptile.

No one ever said so out loud, though, because Osborn was also known for his vindictive nature and the joy he took in crushing his opponents. Even his shareholders feared him, to the point that when his son Harry had sold his stock in the company to a group of outside investors, they'd gone to tremendous lengths to keep the deal secret until there was nothing Norman could do about it. His vice-presidents had learned to walk on eggshells around their boss, and not to speak to him at all when he was in a bad mood unless he spoke to them first.

Donald Menken noticed that today was one of those days, as Norman stormed into the office, his face a mask of anger. As Norman's vice-president of operations, Menken knew better than to say anything. He'd survived as long as he had by being nothing more than an instrument of Osborn's will when it came to his job, doing nothing that didn't have Osborn's approval beforehand.

Even though he knew better than to say anything out loud, Menken privately wondered what Osborn could be so angry about. Despite the floundering economy, Osborn Industries' stock price was as high as it had ever been, and the company was expanding rapidly in the Indian, Brazilian, Chinese and Wakandan markets.

So what was the problem?

* * *

Norman Osborn booted up his computer and connected to the website of the _Daily Bugle, _where he connected to the city news section. His eyes narrowed as he glanced through the prominently displayed articles, until he found the one he was looking for.

The article, written by veteran crime reporter Ben Urich, was titled _It's Not Easy Being Green: Is The Green Goblin's Empire On the Brink? _It was part of a series that Urich was writing on the recent gang war that had torn through New York, and the effects it had on the fortunes of the New York underworld. One section of the article in particular caught Norman's attention:

_"Being a latecomer to the New York crime scene, the Green Goblin's empire was easily the weakest," Captain George Stacy, head of the New York Police Department's Organized Crime Unit, was quoted as saying after a raid which closed down the last of the Goblin's drug warehouses. "With the further damage his organization suffered during the recent mob war, we've been able to make significant inroads on his operations." _

_It has since become known that the Goblin initially targeted the costumed superhero known as Spider-Man in an attempt to boost his stature among his fellow crime lords, although these efforts are said to have backfired due to the defeats he suffered at the wall-crawler's hands._ _Various further schemes, such as an effort to blow up New York City Hall, and his attempt to murder everyone in attendance at the New Year's Eve Times Square Ball, were also thwarted by Spider-Man, which only further weakened the Goblin's organization. As the Goblin's supporters began to desert him, he grew vulnerable to a concerted attack by Captain Stacy and the Organized Crime Unit. One anonymous source from within the Unit was quoted as saying that they were "tightening the screws" on the Goblin's organization. _

On the outside, Norman Osborn kept the same cold, deadly demeanor he always had. Inwardly, however, he was seething with rage as he read the article. Even his legendary self-control couldn't totally disguise his frustration, as his knuckles had turned white from gripping his desk and his face was dark red with fury.

He fixed his glare on the image of Captain Stacy talking to the media, which was prominently displayed at the top of the article.

Norman knew then and there what he was going to do.

* * *

The light held the answer to all of Cyrus's innermost fears, providing an aura of comfort that shielded him from the nightmare his world had become.

It was all he could see, all he could feel and all he could know.

It began to move, leaving behind a trail that shone like a beacon in the darkness to Cyrus.

He eagerly moved to follow it.

* * *

It didn't take Rick long to get off the bus and make his way to Red and Cyrus's apartment. Much to his surprise, Cyrus wasn't answering the phone, either his cell or the apartment's landline. This had only made Rick more worried, to the point where he decided to come down and see Cyrus in person.

There was no answer to Rick's knocking on the door to Cyrus's apartment, so he tried again. Again there was no answer, so Rick tried again, and then for a third time. All the time he was knocking, there was no answer.

Rick couldn't fathom where Cyrus had gone, but he clearly wasn't at home.

Sighing in frustration, Rick made his way to the dance studio where Alyssa was rehearsing with Whitney, hoping to surprise her by picking her up.

Hopefully Sleepwalker would be able to find Cyrus on his nightly patrols tonight, at least.

Cyrus continued to follow the light, eagerly continuing along the path it had set out for him.

The knocking at his door had ceased, and whoever it was-Rick, no doubt-was leaving. With the lights off and the door locked, there was no way for Rick to tell that Cyrus simply wasn't answering the door.

He waited for half an hour, as the light's path had showed him, until he ensured that Rick was truly gone. He wouldn't be going to bed for a few hours yet, so Cyrus had all the time he needed.

It was then that he picked up the phone to the landline-the light's path was very clear on this, since the call had to be traceable-and dialed 911.

_"9-1-1, what's your emergency?" _the operator on the line asked.

Following the light's path, that wonderful sense of joy and comfort, Cyrus said nothing for several moments.

_"…Hello?" _the operator ventured hesitantly.

The penultimate step was for Cyrus to take the pistol, Red's cherished Magnum, and put it in his mouth.

All that remained was to pull the trigger.

The operator on the other end heard the gunshot and frantically dispatched the police and an ambulance to Cyrus's apartment.

Even before they left, they were already too late.

* * *

Sleepwalker had tried to put the memories of what he'd done to N'ogskak out of his mind as he flew out later that night after Rick had fallen asleep. Hopefully, with the Dreamkiller dead and banished from Cyrus's mind, he would be able to get back to normal and wouldn't otherwise suffer any unpleasant effects.

It was then that he saw the lights on in Cyrus's apartment, and the people moving around the room. Stopping his flight and hovering in midair, Sleepwalker focused his vision farther out to get a better look at what was going on.

The police officers and the blood spatter he saw through the window sent a thrill of horror down his spine.

_By the sacred thoughts of the Silent Ones…_Sleepwalker realized. _No, it could not possibly have…_

Noticing another group of police officers milling at the front door of the apartment building at ground level, Sleepwalker flew down to join them.

_"Is there something amiss in this building?" _the alien asked them. _"I could not help but notice your presence here, which typically precludes some type of emergency." _

"Nothing you can help with, Sleepy," one of the cops sighed. "Some poor kid just blew his head off in that apartment. He even called 911 right before he pulled the trigger, probably so we'd know he was doing it."

Sleepwalker felt a sick feeling run through him.

_"He…" _Sleepwalker gasped.

"Committed suicide? Yeah, that's about right," the cop replied, rubbing his eyes. "It's times like this that a desk job really starts to look good."

Sleepwalker felt the rage first, and then the grief took hold of him again. After that, he just felt empty and hollow.

With everything Cobweb had done to trap the Dreamkiller in Cyrus's mind, he had no doubt left behind some sort of mental compulsion in Cyrus's mind to make him do this, a mere two days after Rick's birthday. Sleepwalker hadn't noticed it the first time because it was being concealed by the Dreamkiller lurking in Cyrus's mind, and he hadn't noticed it now because he hadn't emerged from Rick's mind since the night before, when he'd been dealing with the Dreamkiller.

It was the perfect birthday present from Cobweb.

He could hear the monster laughing.

(**_Next Issue:_** As Rick and his friends try somehow to cope with their grief following Cyrus's death, they realize they have bigger problems when they are taken hostage by the Nasty Boys, who take advantage of an assignment given to them by the Kingpin to indulge some old grudges! After his failures to save either Cyrus or the Dreamkiller, can Sleepwalker protect his human host and his friends from all six of the Nasty Boys? All this and more in _Sleepwalker #50: Crossfire!)_


	56. Crossfire

The workday had passed normally for Rick Sheridan, typing up the next in a series of articles that would be _Daily Bugle _crime reporter Ben Urich's swan song before his retirement. To all outward appearances, there was nothing unusual about anything Rick said or did.

Of course, after ten months harboring the Sleepwalker in his mind, Rick had become skilled at camouflaging whatever worries he carried. He was deeply worried about his friend Cyrus O'Donnell, who from everything Sleepwalker had told him had another one of the mysterious alien warriors trapped in his own mind, manifesting on Earth whenever Cyrus slept. He'd tried to talk to Cyrus yesterday, but his friend had apparently gone out and Rick hadn't been able to find him afterward.

He planned to meet his friends Kenny Anderson, Alyssa Conover and Julia Winhill after work, and the four of them would then stop by the apartment where they intended to talk to Cyrus again. Rick thought that having them all there would make it easier for Cyrus to cope, since they shared the secret of Rick harboring Sleepwalker in his mind. They'd come to Rick's aid when he'd had a nervous breakdown after his parents had been murdered by Psyko, and Rick had no doubt that they could help Cyrus in the same way.

He didn't know what the Sleepwalker did.

* * *

SLEEPWALKER #50

"CROSSFIRE"

* * *

"So, what exactly is the problem, Rick?" Alyssa asked him later that afternoon, as they headed with Julia and Kenny to Cyrus and Red's apartment.

"We think that Cyrus might have gotten a Sleepwalker trapped in his mind, too," Rick replied, explaining briefly about Cyrus's sleeping problems and the criminals that had been caught by what appeared to be a Sleepwalker, but which had been categorically denied by Terren'sk, the Sleepwalker in his own mind.

All three of them stopped for a second.

"…This isn't a trend, is it?" Kenny frowned, seemingly unsure of himself, as Alyssa got a distinctly sour look on her face and Julia blinked in surprise. "Are they trying to set up their own crimefighting squad on Earth?"

"Somehow I doubt it," Rick shook his head. "It's more likely that one of their enemies trapped a Sleepwalker in Cyrus's mind for some reason-that was why my Sleepwalker caught trapped in my mind."

They all paled at that thought, considering everything they'd gone through since the first Sleepwalker had been trapped in Rick's mind, experiences that none of them cared to repeat.

* * *

Listening to the conversation from within Rick's mind, Sleepwalker could only bitterly curse his inability to communicate with Rick while he was awake. He'd found out the truth too late-that what had become trapped in Cyrus's mind and released on Earth while Cyrus slept was no Sleepwalker, but a Dreamkiller. Poisoned and violated by Cobweb's perversions, Terren'sk's older brother N'ogskak had been turned into a nightmarish thing that Terren'sk had been forced to kill, as much to free his brother from the horrors of being enslaved by Cobweb as to defend himself.

First Sleepwalker had felt the grief of having to kill his older brother, the cherished mentor who had trained him as a warrior of the Mindscape, who had taught him everything he knew about his morals and his ethics, who had been the guiding light in his life.

Then he'd been unable to prevent Cobweb from driving Cyrus to suicide.

Now, all he could do was watch helplessly as Rick and his human friends were about to experience their own pain and sorrow.

Cobweb had left a gift that just kept on giving.

* * *

Rick and his friends had been knocking on the door to Red and Cyrus's apartment for several minutes, and they were getting frustrated. No one had answered the door, and frustration was turning to concern.

"Rick, are you sure that-" Alyssa began, before the apartment next door opened up and a tall black man poked his head out.

"The hell are you kids-" the man started, before he saw where they were standing.

"Damn," the man sighed, scratching his head. "You kids friends with the O'Donnell kid?"

"Yes…" Alyssa began hesitantly.

"Well, I hate to have to be the one to…oh my God…" the man sighed.

"…What is it?" Rick asked slowly, as a sick feeling began to well up in his stomach.

"That poor O'Donnell kid ate his friend's gun last night," the man explained, shaking his head sadly. "Even called the paramedics before shootin' himself so they'd know to come get his body," he finished grimly.

The four youths stared at the man, too stunned to say anything for several moments.

Their reactions, when they came, all began at once-Julia had to grip the doorknob to keep from keeling over in shock, Kenny groaned loudly and put his head in his hands, Rick felt a splitting, crushing headache and Alyssa burst into tears, grabbing onto Rick for support.

* * *

Numb with horror, there was nothing Rick or his friends could do except somehow manage to stumble back to their own apartment building, where they ended up sitting in the downstairs common area for several hours. Alyssa cried all the while, in between occasionally lapsing into silence and staring at Rick with haunted, bloodshot eyes. Julia remained distinctly pale and shaking like a leaf, while Kenny merely stared off into space unmoving and barely seeming to breathe.

Rick held onto Alyssa's hands with one of his own, while using the other to try and cope with his splitting headache. It felt like his parents' deaths all over again, the same tension in his limbs and the same pounding of his heart, but through it all he somehow managed to keep his head. Bizarrely, he found himself reflecting on what they'd need to do, calling Cyrus's parents and letting them know what had happened (assuming the police hadn't already done that), getting a hold of Red to give him enough time to return to New York, letting Bobby and Leah what had happened…

As night fell, he was left to gently lead his friends upstairs, sending Julia and Alyssa to their apartments before returning to his own with Kenny in tow. Seemingly too dazed to do anything except follow Rick mutely, Kenny staggered into his apartment and crashed onto Rick's couch, where he finally gave into the shock and passed out, falling asleep in his street clothes.

Used as he was to passing out unexpectedly, Rick held off his own daze long enough to change into his pajamas and climb into bed, closing his eyes as he willed himself to fall asleep.

* * *

It used to be that Rick could only manifest within his own mind when Sleepwalker summoned him, although now he had become used to it enough that he could manifest himself when he needed to speak to Sleepwalker. He found Sleepwalker waiting for him, the alien's face deeply haggard, no doubt due to everything he'd seen and heard through Rick's eyes and ears.

"You taking it hard, too?" Rick sighed as he came up to Sleepwalker.

_"Indeed I am," _Sleepwalker bowed his head. _"It is unfortunate that I could not tell you before you awoke the next day. I had indeed gone to check on Cyrus last night as you had requested, but already I was far too late. It did not occur to me to return here and awaken you so I could tell you in person, overwhelmed as I was by the circumstances surrounding the deaths I have witnessed." _

"Yeah…" Rick mumbled.

_"There is something else I must discuss with you," _Sleepwalker persisted, shaking slightly.

Rick looked at his alien friend curiously. He had known Sleepwalker long enough to become aware of his moods, and saw that Sleepwalker was trying and failing to conceal some considerable emotional stress.

"What is it?" Rick asked, concern coming back into his voice as he recalled everything Sleepwalker had told him about another one of the alien warriors being trapped in Cyrus's mind.

Swallowing hard, Sleepwalker explained to Rick about his older brother N'ogskak, N'ogskak's abduction and transformation into a Dreamkiller by Cobweb, and the Dreamkiller's subsequent imprisonment in Cyrus's mind and release into the human world, whereupon he was killed by Sleepwalker.

_"I can only presume," _Sleepwalker concluded, _"that the Dreamkiller's death activated the final part of Cobweb's plan, a series of latent nightmares planted in Cyrus's mind that would eventually drive him mad with suffering, until suicide was revealed to him as the only means by which he might escape his misery." _

Rick stared at Sleepwalker in amazement, floored by the revelations.

"You mean, this thing…this whole goddamn thing…was all part of some sick revenge plot by Cobweb?"

_"Precisely so," _Sleepwalker said sadly. _"I cannot begin to express my most profound regrets for what has happened." _

Rick stood in silence for a few moments, before his entire mind began throbbing, reflecting his anger and grief. The splitting, crippling headaches returned, causing vibrations that resonated through Rick's mind and caused Sleepwalker extreme discomfort. Images of Psyko, Cobweb, 8-Ball, the Chain Gang, and Sleepwalker's other enemies flashed in the background, interspersed with images of Rick's parents and the rest of his loved ones. Rick's own consciousness buried his face in his hands, as he tried somehow to cope with what Sleepwalker had told him.

"How many more, Sleepwalker?" Rick finally shouted, his words echoing through his mind. "How many more? HOW MANY MORE ARE GOING TO DIE?" he screamed. "I put up with enough shit as it is-how the hell do I know that Cobweb or Psyko won't go after Leah? Or Red? Or Alyssa? WHO THE HELL AM I GOING TO LOSE NEXT?"

Sleepwalker tried to think of something, anything to comfort Rick, but he had nothing, realizing how right Rick was.

"You'd think, with all the people you've managed to save, that you could actually do something to protect the people _**I **_care about," Rick spat in disgust.

An angry, pained look crossed Sleepwalker's face.

_"Then all the various occasions on which I have saved Julia, Alyssa, and the rest of your friends count for nothing?" _the alien demanded, his own temper rising. _"Should I have abandoned them to their fate, and let Lightmaster, the Bookworm or the Scarecrow achieve their perverted goals?" _

Rick suddenly recoiled, realizing what he'd just said.

"Sleepwalker…no…I…" he mumbled, shaking his head.

_"I recall your words with perfect clarity," _the alien replied calmly.

"I…I'm sorry, Sleepy," Rick shook his head. "I just…this is so fucked up…it's starting all over again…"

_"I am all too cognizant of your pain," _Sleepwalker replied, more gently this time. _"You have lost a friend, and I have lost a brother, slain at my own hands-such is Cobweb's depraved legacy. But I beg of you, Rick-do not let your grief and anger consume you. Do you not recall your efforts on my behalf, when I was on the verge of being consumed by Cobweb's lies and perishing at his hands?" _

Rick looked at him, a haunted look on his face, even as his mind continued to throb in pain, weighed down by grief.

_"Cobweb seeks to exploit our anger and our grief, to make us forget ourselves," _Sleepwalker explained. _"When we direct our mutual recriminations towards one another, Cobweb becomes the victor and his perverted desires are thereby realized. Would it truly be Cyrus's desire to see us condemning one another because of his passing?" _

"You didn't save him," Rick mumbled, although he sounded less enraged than before.

_"Such is another in the litany of sins that I will one day be called to account for," _Sleepwalker agreed. _"But while I have not known Cyrus for as long as you, from what I have observed in your daily interactions with him and what I have seen of your memories of him, he would not wish to see you consumed by your grief. That is the experience I took from my battles with Cobweb and Psyko, wherein your intervention was what prevented the loss of my sanity and enabled me to finally win the day-while you may grieve Cyrus's loss, and feel anger at Cobweb for taking him from you, the demon can never take away the memories of Cyrus that you share with your human friends, memories of the pleasure and meaning that Cyrus brought into your life, pleasure and meaning that you gave to him in turn." _

Rick stood there in silence for several long moments. All around him, his mind returned to normal, even as the throbbing of his headache stopped.

"…Thanks, Sleepy," he finally said at length. "And...I'm sorry. I just can't…I'm trying…"

_"I fully understand what you desire to communicate," _Sleepwalker assured him, before departing through the portal that led to the human world.

* * *

For decades, one of the unpleasant realities of life in New York had been its street gangs. Ethnic groups of every color had formed different gangs at one point or another, as Irish, Black, Italian, Hispanic and other groups fought for control of the city's crime profits. With the rise of the five major New York crime syndicates (which had been reduced to four by the destruction of the Maggia), most of the street gangs had become associated with one or another of the cartels.

With the rise of mutant powers over the last decade, and the accompanying harassment and discrimination many of them had suffered, an increasing number of mutants were themselves forming criminal gangs, both for protection and to profit from their superhuman abilities. At the same time, it had become increasingly trendy among young mutants, criminal or not, to give themselves codenames in the vein of superheroes and supervillains, even if they were not otherwise fighting or committing crime.

The six young mutants who made up the Nasty Boys lived up to both standards. Having formed a notorious mutant street gang in Chicago, they had destroyed their human rivals in the Snakebacks and had been sent to gain even greater control of the city's criminal rackets until the X-Men had intervened. With their original power base shattered, the Boys had come to New York to take up with the Kingpin, finding work as superhuman enforcers.

While they had regular names, they typically preferred to use the codenames they'd come up with-Solarr, Gorgeous George, Hairbag, Slab, Ramrod and Ruckus. The Boys had taken up residence in an upscale townhouse they'd rented with the blood money they'd received from the Kingpin for their faithful service. The formerly pleasant residence had become a filthy pigsty because of its residents' neglect, something the Boys took a perverse pride in. Along with their streaked and dyed hair, multiple piercings, tattoos, loud "bling" jewelry and tattered leather attire, their appalling living quarters marked them as part of a classic gangbanger tradition, one that reveled in the chaos it was able to cause as much as the money and power that came with it.

The Boys had been relaxing and playing _Grand Theft Auto: Vice City Stories _when the call came. They'd enjoyed all the work they'd done in the recent gang war, terrorizing their boss's criminal rivals, and were eager to get back in the game. They were sitting in a semicircle around the widescreen TV as the phone rang, but none of them got up to answer it. Instead, the purple-skinned Gorgeous George simply stretched his arm across the room to retrieve the phone before pulling it back and answering it.

Given that his body was formed of a weird tar-like substance, stretching his body that far didn't bother him in the least.

"What's up?" George asked, using his free hand to block out his other ear so he could concentrate on what his boss was saying on the other end.

"_Got a job for you boys," _the Ox rasped on the other end. The Ox was one of the Enforcers who ran the day to day affairs of the Kingpin's crime syndicate, looking after street violence and intimidation. He'd proven a highly effective lieutenant during the gang war, dispatching the Nasty Boys in attacks that were as flashy as they were effective.

"Sounds good," George grinned. "Care to give me the lowdown?"

"_You up for taking hostages?" _the Ox asked.

"Like you even need to ask," Gorgeous George smirked. "What's this for?"

"_You know the Blue Star? That restaurant that doubles as a nightclub?" _the Ox asked.

"You mean the one where all the college kids go?" Gorgeous George replied. "Sure I do."

"_What you may not know is how the kids of Senator Finster and Police Chief Johnson go there every Friday night," _the Ox replied. _"You hold the patrons and the staff hostage, demanding $20 million in ransom…and start killing some of the hostages to show that you mean business." _

"I thought you said this was supposed to be a job," George grinned. "You make it sound more like fun!"

"_I knew there was a reason the Kingpin decided to give you guys bonuses," _the Ox sniggered. _"There's just one catch, though." _

"What's that?" George asked.

"_The last thing we want is to make it seem like Johnson's and Finster's kids were specifically targeted," _the Ox pointed out. _"The Kingpin was very specific on that-he wants them all dead. All of them-staff, patrons, the whole bunch, everyone." _

"I thought you said there was supposed to be a catch," George shrugged nonchalantly.

* * *

It had been almost two weeks since Rick's birthday, and the month of August was looming. Rick and his friends had returned to Albany for Cyrus's funeral, where they'd met Red, who had cut his trip with the Patriot Guard Riders short. He'd come back with the rest of them to New York, and just like the others Red didn't maintain much contact with the rest of the group over the next several days. It was only with considerable effort that Rick had managed to persuade his friends to get together for dinner at the Blue Star, and even then they weren't saying much to each other at first.

"So, how was riding with the Patriot Guard?" Rick finally asked Red.

"It was alright," Red muttered in reply, poking at his steak. "I almost punched one of the Westboro bastards out when he got too close, but then they turned chicken on us and escaped into these vans the police had set up for them. Damn cowards…"

"I'll be damned," Rick grinned. "I never thought I'd hear you say something you and Julia could agree on…"

Dead silence and blank stares were the only replies he got.

"Who are you going to be mocking in this week's comic?" Rick tried again, this time asking Kenny.

"…Richard Dawkins," Kenny said after a few moments. "I'm going to make him look like a missionary crusader out to convert the poor benighted heathens to the miracles of science and atheism."

"Isn't that what he already is, though?" Rick asked.

All he got for his troubles was more dead silence and blank stares.

"…Guys, come on," he sighed in frustration. "Are we just going to sit here and ignore each other all night?"

"…Cyrus is dead," Alyssa finally said, her eyes boring into his. "You're acting like we're just supposed to forget about it."

"What-Aly, no!" Rick protested. "That's not it at all! I just…is this what Cyrus would have really wanted? For us to just be moping for the last two weeks?"

"He ate my gun," Red scowled. "_He ate my fucking gun._ You really think I'm supposed to get over that? The fact that I fucked up royally, and that this is my goddamn fault?"

"Don't be silly," Julia interjected. "How could you know he would have done it? It wasn't your fault?"

"Then how about Sleepwalker?" Alyssa demanded, her eyes locking with Rick's own. "Isn't he supposed to be from the mind dimension, or something? So why couldn't he read Cyrus's mind and figure out what was wrong?"

"Because that's not one of his powers," Rick sighed. "He couldn't have noticed it. He looked, believe me."

Alyssa merely snorted, not saying anything in reply.

"Come on Aly, you're not being fair," Julia interjected. "How could Sleepwalker have known?"

"You tell me," Alyssa sneered. "You're the one who's so close to him! Maybe you could ask him the next time he has to save you?"

Everyone stared at Alyssa in disbelief, even as a look of shock crossed Julia's face.

"Alyssa…" Julia began, pale and shaking. "What…what the hell is wrong with…"

"Dammit Alyssa, that's crossing a line," Red spat at her in disgust. "Are you really just angry about Cyrus's death, or are you still trying to deal with Rick having Sleepwalker trapped in his mind?"

Alyssa recoiled, before looking away at the dance floor, where a number of kids had already gathered. She stared at it for several long moments, before finally turning back, looking down at the table.

"I…" she began.

"We're waiting," Red pointed out, drumming his fingers impatiently on the table.

"Guys, come on!" Rick finally interrupted. "Is this what Cyrus would really want? Us fighting with each other? We're friends, aren't we?"

His friends looked at each other, hesitation written across their faces.

"I never would have been able to survive everything we've been through without you guys," Rick reminded them. "And trust me, there are a few times when Sleepwalker wouldn't have survived if I hadn't been able to lend him a hand. Besides, he's saved all of us, too."

"I'm sorry, Rick, Julie…" Alyssa sighed, looking down in shame. "I'm trying, I really am…it's…just…"

"I know," Rick assured her. "You just-"

Rick was interrupted by a loud crashing sound, as the far wall of the Blue Star was blown open by an exploding fireball. As people began screaming and milling about in panic, the other walls were blown or smashed open and the six mutant thugs who liked to call themselves the Nasty Boys strode into the club. With Ramrod's strategically placed plant barriers, Solarr's firewalls, Ruckus firing sound blasts and Hairbag shooting poisonous quills at people who tried to escape, and Gorgeous George and Slab blocking the way with their sheer bulk and size, almost no one in the restaurant could escape.

As the other Nasty Boys stood guard at the exits, Ruckus made his way up to the DJ's podium and took the microphone from the terrified disk jockey, grinning sadistically as he did so.

"How many of you folks have ever been in a hostage situation?" Ruckus asked with a wide grin. "Well, consider yourselves lucky, because that's what you're in now! You won't be getting any complicated political bullshit from us-all we want is a cool $20 million. Well, that or your heads on a platter. It's your choice, really."

Most of the crowd in the Blue Star screamed in terror or babbled in panic, but a few of the hostages refused to take the situation lying down. Pulling out their guns or simply picking up improvised weapons, they attempted to fight back but were easily struck down by the Boys. Bleeding, burned and wounded, the would-be heroes had to be pulled away and tended to by their fellow hostages, which only intensified their panic all the more.

In the chaos, Rick saw his chance, glancing around at his friends with a determined look on his face.

"Get me out of sight," he ordered them sternly. Without giving them time to respond, he picked up a chair and charged towards Gorgeous George, who easily slapped him aside and sent him crashing into an empty table as his friends screamed in terror.

Julia and Kenny were too horrified to move, but Red and Alyssa knew what Rick had meant. Slowly approaching Rick and doing their best to pick him up, they slowly dragged him away until they were able to hide him underneath another empty table near the far wall. In all the panic erupting from the other hostages who had tried and failed to stop the Nasty Boys, no one noticed what they were doing.

Dizzy from the blow Gorgeous George had struck him with, Rick slumped into unconsciousness.

Once he materialized in the real world, Sleepwalker stayed under the table with Rick for several moments as he watched the scenario unfold, furrowing his brow as he tried to determine how to deal with the situation. The Nasty Boys had blocked off all the exits, and they were too spread out to engage as a group-if he went after one of them, the others would almost certainly murder the rest of the hostages. Even if he'd tried that, it was six of them against one of him, and he didn't stand a chance against all of the Nasty Boys at once.

Unless…

The alien's eyes gleamed as he focused his warp vision on the floor beneath him.

* * *

Ramrod looked around the Blue Star with a wide grin on his face. It was nice of the club to put so many plants in and around the building, not to mention the fact that their walls, tables and chairs were all made of wood. That was what he loved about his mutant ability to control wood and plants, namely that it was useful almost anywhere, what with how prevalent the materials still were in the world today.

It was while he was twisting a couple of broken tables into sharpened stakes and blades to torture some of the hostages that he felt the floor give way beneath his feet. Caught completely off guard, Ramrod was stunned to see Sleepwalker emerge from a hole in the floor created by his warp vision. Too surprised to react before Sleepwalker flattened him with a powerful haymaker, Ramrod collapsed as Sleepwalker used his warp beams to break apart the wooden restraints he'd used to bind his hostages and then blew another hole in the wall.

It all occurred in less than five seconds.

As the terrified hostages began making a break for the hole and the Nasty Boys tried to stop them. Warping the air around him to move faster, Sleepwalker charged in and took the head-on blast of fire Solarr aimed at a group of fleeing hostages, even as he focused his warp vision on the floor ahead of him. The floor erupted in a wave, knocking Hairbag off his feet and causing the poisonous quills he was aiming at several fleeing hostages to miss their targets.

Speed and surprise were Sleepwalker's only hope, keeping the Nasty Boys off balance and focused on him so they wouldn't attack their hostages.

Gasping with pain, Sleepwalker charged right through the stream of fire Solarr directed at him, and swiftly beat the pyromaniacal mutant into unconsciousness. Heedless of the burns he had suffered, Sleepwalker took to the air again and slammed headlong into Slab, knocking the giant off balance before he warped the floor underneath Slab's feet, making it smooth and slippery. As the oversized lunk slipped and fell, Sleepwalker flew behind him and caught him by the back, twisting him around so he did not crush the panicking hostages milling around underneath him, throwing him forward again. Flying up in front of the off-balance giant's face, Sleepwalker slammed him in the face with a vicious double kick, breaking his nose and sending to crash back down on the ground after the hostages had gotten out of the way.

Fifteen seconds, at most.

The alien left himself wide open to a sonic blast from Ruckus, which blew him out of the air as Ruckus leapt on top of him. Crashing on the ground, Sleepwalker struggled with Hairbag, who resembled a gruesome cross between a wolfhound, a porcupine and a man, and who clawed and bit at him savagely. All around him, he heard the screams as Ruckus and Gorgeous George attacked the hostages, and cursed as he realized he'd lost the advantage of surprise. Gritting his teeth against the next swipe of Hairbag's claws, which ripped into his stomach and left long lines of blood, Sleepwalker grabbed Hairbag's arms and viciously headbutted the mutant, dizzying him. Hairbag snapped with his teeth as Sleepwalker came in again and bit him in the face, but Sleepwalker tore himself free and took to the air, spinning around and sending Hairbag flying into Gorgeous George.

Sleepwalker tried to follow up the attack, but he was struck from behind by another blow from Ruckus. Crashing to the floor, gasping for breath, Sleepwalker rolled to avoid Gorgeous George, who came oozing in like a wave to crush him, and took to the air again. Feinting to the left as Ruckus took aim again, Sleepwalker flew back in front of Gorgeous George, correctly gambling that he wouldn't try and take down one of his friends with friendly fire. As Gorgeous George came at him from behind, Sleepwalker darted out of Ruckus's path again as Hairbag came in from the side. Focusing his warp beams, Sleepwalker trapped Hairbag's feet in the floor and twisted it around so that the doglike mutant was slammed head on by Ruckus's blast, which knocked him senseless.

Sleepwalker took a few moments to catch his breath as Ruckus and Gorgeous George advanced on him. The looks of pure hate the two mutant gangbangers shot him suggested that he'd already ruined their plans, whatever they were, but the alien could tell they weren't in the mood to flee.

Suddenly, Ruckus looked off to the side, where Alyssa and the rest of Rick's friends were still huddled with a small group of other hostages, too unnerved by the chaos to move.

"Surrender, or they die!" Gorgeous George ordered, shaping his arm into a long, scything blade.

Sleepwalker's eyes flashed wickedly.

The floor all around the two mutant thugs erupted into a spiked barrier that threatened to close in on the mutants, glowing a bright fuchsia as Sleepwalker animated it with his warp vision. They managed to blast and smash their way free, but Sleepwalker merely used his warp beams to entangle Ruckus in the broken debris and thrust him headfirst into Gorgeous George's tarry, ooze-like body. As Ruckus thrashed in vain to escape, unable to breathe in George's mucky body, George himself pulled back to free his buddy's face. He then shrieked in agony and began to glow brightly, charged by the electrical energy from the live wires Sleepwalker had torn out of the floor with his warp beams and then stuck into Gorgeous George's body.

The alien focused his warp vision mercilessly, pulling out more and more wires until George began screaming for mercy. Sleepwalker finally tore the wires out, leaving Gorgeous George to lie on the floor, moaning to himself piteously as smoke arose from his burned body. Ruckus, gasping for breath after nearly being smothered in Gorgeous George's body, was in no condition to continue the fight.

Gasping from his exertions, Sleepwalker turned to Rick's friends, who joined with the other hostages in staring at him mutely. The alien looked hideous, covered in burns from Solarr's flames, ugly slashes from Hairbag's fangs and claws, and painful-looking bruises from Ruckus's sonic blasts. His clothes were even more tattered and ragged than usual, as shredded and burned as their owner.

As Red and Julia headed back to retrieve Rick and try to revive him, Alyssa came forward and stared into the Sleepwalker's eyes.

She saw what was reflected in them, and took the alien's bleeding, trembling hands in her own.

All she could do was whisper two words that only she and the Sleepwalker could hear.

"Thank you…"

_**

* * *

**_

Teal'c:

_ One day others may try to convince you they have forgiven you. That is more about them than you. For them, imparting forgiveness is a blessing._

_**Tomin:**__ How do you go on?_

_**Teal'c:**__ It is simple. You will never forgive yourself. Accept it. You hurt others—many others. That cannot be undone. You will never find personal retribution. But your life does not have to end. That which is right, just, and true can still prevail. If you do not fight for what you believe in, all may be lost for everyone else. But do not fight for yourself. Fight for others, others that may be saved through your effort. That is the least you can do._

-_**Stargate: The Ark of Truth**_

(_**Next Issue:**_ As Rick and his friends continue to cope with Cyrus's death, Sleepwalker returns to patrolling New York City. However, he soon becomes caught up in the greater fallout of the recent mob war that plagued New York City, as the Green Goblin retaliates against NYPD police captain George Stacy for interfering with his criminal activities. When Sleepwalker becomes involved, can he possibly help to stop the Goblin's insane scheme? All this and more in _Sleepwalker #51: Green With Madness_! Guest-starring the Amazing Spider-Man!)


	57. Green With Madness

_**IT'S NOT EASY BEING GREEN, **_ran the snarky byline that Joy Mercado had instructed Rick Sheridan to put on the article she was having him proofread for the _Daily Bugle'_s crime beat. The article went into considerable detail on how the Green Goblin's criminal syndicate, previously teetering on the brink, had fallen headlong into the abyss. Under the leadership of Captain George Stacy, the New York Police Department Organized Crime Unit had taken advantage of the badly weakened position that the Green Goblin's empire had been left in after the recent gang war that had plagued New York City. Dozens of the Goblin's men had been arrested and almost every one of his criminal bases raided, choking off what few sources of revenue the Goblin had left.

He had originally appeared on the scene some four years ago, determined to become the new overall crime lord of New York City. To make his mark in the criminal underworld, the Goblin had made a target of the mysterious masked hero known as Spider-Man, who had become a thorn in the side of the city's established syndicates, along with hatching a number of other schemes to build up his empire. While the Goblin had managed to build up a respectable criminal cartel of his own, many of his larger schemes were ruined by Spider-Man, hindering the Goblin's efforts to dethrone the city's other crime lords. While the Goblin was widely feared for his personal power and wealth, he commanded little respect from Silvermane, Crimewave, Philippe Bazin or the Kingpin, and along with Silvermane he'd gotten the worst of the gang war.

Now, the determined Captain Stacy was milking the Goblin's weakness for all it was worth, tearing what was left of the Goblin's empire to shreds. While the green-garbed villain himself was still at large, he had been backed into a corner.

Sleepwalker had told Rick about all the battles he'd fought alongside Spider-Man, and reassured Rick that everything the _Bugle _had printed about the wall-crawler was pure nonsense.

While Rick had never met Spider-Man, he found himself wanting to shake the hero's hand and thank him for everything he'd done for the city.

It was the very least New York owed the web-slinger, particularly after all the grief he otherwise tended to get.

* * *

SLEEPWALKER #51

"GREEN WITH MADNESS"

* * *

Taking the bus to the _Daily Bugle _to meet Rick after teaching her dance classes for the day was typically an uneventful daily routine for Alyssa Conover, but today she had the distinct pleasure of having Gwen Stacy come onto the bus one stop after she did. The two girls had first met at a fraternity party last October, and had found that they were in several of the same dance classes. They had become close friends in the following months, even participating in the same productions of ballets like _Swan Lake _and _Sleeping Beauty. _

"You on your way to see Peter?" Alyssa asked Gwen as she sat down.

"Yeah, we're going to a party some of my Dad's fellow officers are throwing for him at the bar tonight," Gwen explained.

"What for?" Alyssa blinked in surprise.

"You don't know?" Gwen asked in surprise. "Didn't Rick tell you? Peter said he was working on the story…"

Alyssa merely shrugged.

"Rick said when he first started that he wasn't allowed to discuss breaking news before it was published in the newspaper. I'm just going down there to meet him before we head home for some dinner," she explained.

"Well, why don't you come with us?" Gwen asked.

"I appreciate the offer," Alyssa replied, "but we'd probably just be intruding. It's your father's special night, right?"

"Hey, if anyone has the right to decide who gets to come to Dad's party, it's me," Gwen smirked. "Besides, I'm sure he'd love to meet you."

"What's he being honored for?" Alyssa asked. "Is it his twentieth anniversary on the force, or something?"

"No, we're celebrating finally taking down the Green Goblin's syndicate," Gwen explained. "Dad's been working non-stop for weeks trying to keep the gang war from spiraling out of control, and then coordinating the department's efforts to take the Goblin down. And it wasn't easy, believe me."

"But didn't Spider-Man make it easier?" Alyssa asked in confusion. "I thought that he ruined a lot of the Goblin's schemes."

"Spider-Man didn't make it easier, he made it _possible,_" Gwen corrected her. "Dad said that without Spidey, it would have been almost impossible to undermine the Goblin's organization. The gang war's effects on the Goblin's syndicate didn't hurt, either."

Alyssa only nodded, reflecting on everything Sleepwalker must have gone through in fighting Lightmaster, Psyko and God only knew how many other supervillains, monsters and demons.

"So your father doesn't mind the city's superheroes?" Alyssa asked in surprise.

"Not at all," Gwen replied. "It's actually a really hot topic in the department-some cops hate what they see as unaccountable vigilantes, others like my Dad appreciate the heroes. Dad says they make his job a lot easier. Spider-Man certainly did. The police owe him a lot."

"They do?" Alyssa blinked.

"Yeah," Gwen continued as they got off the bus and made their way towards the _Daily Bugle. _"He saved me from the Sinister Six when Doctor Octopus kidnapped me as their last hostage, and he's helped so many other people at so many different times. I wish I could just let him know that he's not alone out there, that some of us really appreciate everything he does."

"I wish I'd said the same thing to Sleepwalker," Alyssa nodded in agreement. "Remember everything that happened with the Bookworm?" She shivered slightly, recalling the horrors of being kidnapped by the Bookworm's magical minions and then taken to the demented magician's underground lair, a fantasy kingdom come to life and perverted by its creator's evil and hatred.

"I wish I could forget," Gwen frowned. "He bailed me out that time, too-and then there's all the times he helped Julia."

Alyssa's shoulders slumped in reply.

_Poor Julie…_Alyssa thought to herself. _How many times has Sleepwalker saved her, now? _

_And what the hell have I been doing for either one of them? _she asked herself.

"You okay?" Gwen asked Alyssa as they entered the building and made their way into the elevator.

"Yeah, I was just thinking," Alyssa said quietly, a faraway look in her eyes as she leaned back against the wall of the elevator.

"About what?" Gwen asked.

"About how much I owe to a lot of people," Alyssa replied.

* * *

Although it had been badly damaged in the battle Sleepwalker had fought with the mutant gangbangers who called themselves the Nasty Boys, the Blue Star restaurant and bar had been reopened for business after a mere four days. Much to the relief of the restaurant's owners, Sleepwalker had come by over the course of several nights and fixed much of the damage with his warp vision, saving the owners a fortune in repair costs and allowing them to get back to work that much sooner.

Although Rick and Alyssa might have preferred to go to the Blue Star to celebrate something, they didn't mind the restrained but tasteful Argent Room at all. Containing a number of rooms that could be rented for private parties and functions, a number of senior officers from the NYPD Organized Crime Unit had come to celebrate the destruction of the Green Goblin's empire and what looked to be a landmark time in the fight against New York's crime syndicates.

The man of the hour, Captain George Stacy, was a tall, imposing man with thick salt-and-pepper hair who somehow managed to convey both an air of stern authority and a gentler paternal kindness. Despite his advanced age, more than what Rick would have expected, his well-honed figure and bright blue eyes conveyed the powerful, vigorous spirit that was typically associated with someone more Rick's age.

"So, Peter tells me you've been working with Ben Urich," Captain Stacy said to Rick after Peter had introduced him and Alyssa. "I hear the old goat is finally packing it in, isn't he?"

"That's right, Captain," Rick replied, caught somewhat off guard by Stacy's forward manner. "His last day is the end of the month."

"I always wondered whether he or I would be the one to cry 'Uncle' first," Captain Stacy chuckled. "Maybe if I was a smarter man, I'd be thinking about a desk job right about now too. Joy Mercado's replaced Urich on the crime beat now, right?"

"Yeah, she has," Rick nodded.

"She's quite a bit easier to work with than Urich, I'll bet," Captain Stacy grinned.

"Well, there is that," Rick smiled back. "She's not any less driven than Mr. Urich is, though."

"She'd have to be, or else Jameson would never have given her the crime beat," Captain Stacy replied, before turning to Alyssa. "And you're in a lot of Gwen's dance classes, right?"

"You bet," Alyssa smiled. "It's actually my major."

"And from what I heard, you got Gwen on this tap-dancing kick she's involved in now," Captain Stacy sighed. "She's using all the old floorboards I had left over-I take it she told you about what happened when I tried to save some money by installing a hardwood floor myself?"

"…I'm afraid so," Alyssa couldn't stifle a giggle.

"It's amazing," Captain Stacy rolled his eyes. "I can oversee the systematic dismantling of a criminal lunatic's empire, I can prevent a citywide gang war from spiraling completely out of control, and I can gather all the evidence needed to put any number of criminals away for the rest of their lives…but I can't install a damn hardwood floor."

Rick was about to say something else, but Captain Stacy turned away to greet another fellow officer who'd arrived late. Rick and Alyssa went to the bar to get something to drink and took their seats at an empty table before Alyssa began to speak.

"I realized something, talking to Gwen today," Alyssa said, as Rick sipped his beer.

"What's that?" Rick asked.

"Gwen told me about how Spider-Man had saved her from the Sinister Six, and how much he'd helped Captain Stacy. Then she talked about what the city's superheroes must have to go through-at least people like Captain Stacy get paychecks, benefit packages, and support from their fellow officers," Alyssa explained.

"Okay…" Rick paused expectantly.

"It reminded me of how Sleepwalker saved me, Julia, everyone so many times," Alyssa continued. "And, well…I never thought about it from his point of view."

"What do you mean?" Rick asked in surprise. "Aly, trust me-if it weren't for you helping me, I never would have-"

"No, you don't understand what I mean," Alyssa corrected him. "I helped you, but I never did anything for Sleepwalker. It wasn't until he protected us from the Nasty Boys at the Blue Star that I finally realized what it must be like for him."

Rick only blinked in surprise, before Alyssa spoke again.

"He really is that lonely, isn't he?" she said sadly.

"Yeah," Rick nodded. "Believe it or not, fighting crime is the only thing that lets him feel like his life has meaning."

"And there's nothing we can do for him?" Alyssa asked in surprise.

"Reed Richards is trying to find a way to break the bond, but so far he hasn't had any luck," Rick shook his head.

"And I never gave any thought to how he felt," Alyssa frowned. "For what it's worth, I'm really sorry. You've done a lot for us in the past...please, please let me know if there's ever anything I can do to help you," she continued. "I know I haven't expressed it as well as I could have, but to me you're one of us. You've helped us out too many times for anyone to think that you're not. I know I might not be able to do much to support you, but I've got your back no matter what," she explained.

"I promise," she concluded.

* * *

Within Rick's mind, Sleepwalker listened intently to Alyssa's words. As hollow as much of what she was saying was to him, he felt a sincere warmth in her voice, one that touched him even within the confines of Rick's mind. Sleepwalker felt his spirits rise at the smile she offered, realizing that Rick was probably right in that she could have warmed Doctor Doom's heart with it.

Even as he reflected on Alyssa's words, he still felt it throbbing at the back of Rick's mind, a bitter sense of anger and grief that flared every time Rick thought of Cyrus.

Cobweb.

The anger flared again.

William and Florence Sheridan.

Grief took its place.

Psyko.

Anger.

And back to Cyrus.

The grief returned, and the cycle started again.

It flared on and off as memories of Sleepwalker saving Rick's friends and Rick himself helping Sleepwalker countered them, but the struggle kept going back and forth.

With Sleepwalker in the middle of it all.

* * *

Julia Winhill was frozen in time, her smile simultaneously warm, full of life and in utter stasis. Her eyes gleamed brightly with an irreplaceable sparkle, and yet never seemed to move or blink. At the same time that she wore an agreeable form-fitting winter sweater and blue jeans, she also wore a summer T-shirt and beige capris. At the same time that she was hugging a dog in front of a crackling fire on a cold winter night, she was hugging a stuffed toy that was about the dog's size.

Kenny Anderson smiled in satisfaction as he continued working on the sketch of Julia posing in front of the fireplace with the dog. Julia had been the first girl he'd asked for to pose for him in his sketch series, and she'd immediately volunteered to do so. So far it was working out well, as Julia's modeling meshed almost perfectly with the scene he had originally rendered. Only a final few sketches were needed, before he would begin filling and coloring the image in later.

"…That should be about it," Kenny nodded, before Julia relaxed her posture and stood up.

"So, how did it come out?" Julia asked Kenny before he showed it to her. She smiled widely, pleased with how good he'd made her look.

"That's fantastic," Julia nodded, before giving the drawing back to Kenny. "How come you never told anyone you were so talented?"

"Mostly because I never thought my drawings were really that good," Kenny replied in embarrassment as he put his materials away. "I only started doing this because I wanted to subvert the usual concepts of erotica-I think women can look just as good with their clothes on and being in scenes that give additional context to whatever they're posting. I mean, if you've seen one swimsuit calendar or nude model, you've pretty much seen them all," he shrugged.

"Never thought I'd hear that from you," Julia chuckled. "I'm getting kind of hungry-did you want to grab a late lunch, and then maybe go see a movie?"

"Sure," Kenny grinned. "I hear that new Michael Moore film is airing at the Empress Theatre."

"What, you mean _Sicko_?" Julia asked. "No, I don't need to see a movie to know that private health care doesn't work. Why don't we see _The Simpsons Movie _instead?"

For a moment, Kenny was too stunned to speak.

"You seriously want to go see a movie based on _The Simpsons _rather than a liberal political film?" Kenny asked incredulously. "I mean…why would you…"

"Because I need to," Julia explained. "I got so tied up in my activism that I didn't take any time for myself. That's why I decided to stop doing that sort of thing for the time being. I'll still be keeping up with my studies and everything, but I won't be active anymore."

"I thought you stopped being active because of Lightmaster," Kenny protested.

"That was the initial reason," Julia agreed, "and it's still a big reason. But I began thinking, too-I got so busy trying to save the world that I never took the time to enjoy it. Politics and everything to do with it was all I ever did."

"That's not true," Kenny protested. "You still hang out with us…"

"Yeah, but what kind of other hobbies do I have? What kind of interests? Who am I when there's nothing political going on? That's what I'm trying to figure out. Rick said that I shouldn't feel like I have to do these things if I don't want to-my biggest responsibility is to myself," Julia stated.

"Funny he'd say that, considering the whole thing with Sleepwalker," Kenny blinked in surprise.

"Maybe not so much," Julia replied as they left the dorm and headed for the subway station. "That's probably the sort of thing that's helped keep him going through being bonded with Sleepwalker."

"Well, that and us," Kenny smiled.

* * *

To look at Norman Osborn today, one of the wealthiest men in America and head of his own chemical conglomerate, it was hard to imagine why he seemed to be in such a bad mood all the time. Celebrated in the business world as "the Miracle Worker", a title bestowed upon him by _Forbes _Magazine in the cover story it dedicated to his dramatic, singlehanded revival of the moribund Osborn Industries, no one could quite figure out where Osborn's icy demeanor and vindictive nature came from.

A century ago, the Osborns were ranked with families like the Rockefellers, the Hearsts and the Kennedys as the toast of American society. Their numbers were never very large, although no one doubted their influence or their wealth, concentrated in the mighty Osborn Industries. Everything changed, however, when Ambrose Osborn had taken control of the company.

Rather than actually do anything that resembled work, Ambrose Osborn preferred to call in drunk and spend all his time at debauched parties. It didn't take long for Ambrose's competitors to smell blood and begin undercutting OsCorp, reducing it to a hollow shell of its former self and all but destroying the Osborn fortune. When people looked at Ambrose Osborn, they saw a debauched playboy who proved that the bigger they were, the harder they fell.

As a child, Norman Osborn saw that side of his father, of course. However, he also saw the other side-Ambrose's screaming fits of rage, his stabbing Norman's mother and Norman himself with broken pieces of glass, locking them in their bedrooms for days at a time with no food or water, killing Norman's pets as he forced the boy to watch-a man who had completely lost control and with it lost his empire, his fortune and his prestige.

Putting the ground and crushed glass into Ambrose's drinks was, in Norman's mind, the first step towards taking control for himself. Once Ambrose was dead, and Norman had shipped his now-shattered mother off to a sanitarium, he had entered university to complete his education, and begun the long, hard business of rebuilding Osborn Industries from the ground up.

Norman Osborn quickly became known for his cold-hearted behavior and extreme vindictiveness, seeming to only find any joy in life by crushing his business rivals. Not just defeating them, but_ crushing _them-ruining their portfolios, using his influence to scuttle their own deals, damaging their reputations using every legal and semi-legal method he could think of. Even his shareholders came to fear him, despite appreciating the large returns they got on their OsCorp investments. Questioning him or expressing a dissenting opinion was the surest way to trigger Osborn's volcanic temper, which could be nothing short of terrifying when it was unleashed.

For Osborn, it all came back to control. Whether it came to controlling the choices and desires of his son Harry, controlling the direction of his company, or controlling the circumstances in his own life, Osborn wanted nothing less than to dominate everything and everyone around him. Anything he couldn't control drove him into a fit of rage, one that only subsided when he had either dominated or destroyed whatever it was that opposed him. When people looked at Norman Osborn, they saw the vindictive, hard-edged but brilliant businessman who was both revered and feared by his colleagues in the business community.

There was that side of Norman Osborn, of course. However, there was also the side of Osborn that dealt with organized crime to strengthen his position, and who frequently did favors for Osborn in exchange for the rather large fees they charged him. Normally, Osborn would never have paid their sums, but the fact that he was involved with them gave the New York mobs significant leverage, a fact that left Norman seething with rage and seeking an edge to neutralize their advantage.

It was the costumed supervillains that gave Norman his opening. He saw how many of them were being hired by the crime syndicates as enforcers and assassins, and how much even the hardened criminals respected their abilities. It occurred to Norman that a supervillain himself could just as easily seize control of the New York mobs, manipulating them for his own ends and complementing whatever interests he had in his civilian life.

So it was with the pharmaceutical formula that enhanced Norman's physical strength and endurance, and the many weapons he equipped himself with, ranging from the one-man jet glider to the homing boomerangs and shock blasts equipped into his gloves. None of them were comparable to the achievements of true scientific greats like Tony Stark, Reed Richards or Henry McCoy, of course, but combined with the ghoulish Halloween designs Norman added to them his weapons and equipment were more than enough for the tasks.

In spite of himself, Norman had always taken a macabre pleasure in terrifying the people around him, and further worked that appeal into the persona he crafted for himself, inspired by the monsters and demons he frequently saw in his nightmares. The Green Goblin looked every inch the part, a monster that struck the same terror into his victims that Norman struck into the people around him in his civilian life. The fear he inspired would be his weapon, the tool by which he would take control of the crime syndicates.

That had been the Green Goblin's original plan. To make a name for himself in the criminal community, the Goblin targeted the masked superhero known as Spider-Man, who had become a major thorn in the side of the New York crime syndicates. Along with targeting Spider-Man, the Goblin also began building his own crime syndicate while hatching various schemes to undermine his rivals and build his credibility.

While he'd enjoyed some success in carving out a place for himself on the New York crime scene, the Goblin's larger plots had been repeatedly thwarted by Spider-Man. Whether attempting to destroy some of Philippe Bazin's front companies, or attempting to cripple New York City's government by blowing up the city hall, the Goblin had been thwarted by Spider-Man at every turn, damaging his standing in the New York underworld. Unable to control or crush Spider-Man, the Goblin's rage could only mount, as he became increasingly obsessed with destroying the web-headed hero.

Unfortunately, that hadn't been the Goblin's only problem. With the Goblin's standing damaged by Spider-Man, his criminal rivals had exploited every opportunity they could to undermine him, even as the New York Police Department's Organized Crime Unit put pressure on his syndicate and began stepping up their investigations of his operations. The tipping point had come during the recent gang war apparently orchestrated by Norman Osborn's former business partner Phillip Watson, a war that had left the Goblin's organization extremely vulnerable. Captain Stacy hadn't wasted the opportunity, first hamstringing and then crippling the Goblin's organization with arrest after arrest and raid after raid.

Osborn Industries remained as strong as ever, but Norman Osborn hadn't gotten to where he was by being content with what he had. With his criminal empire in ruins, he was on the verge of an explosion, his rage and hatred of both Spider-Man and Captain Stacy consuming his every waking moment.

Osborn wouldn't allow it to go on-the Green Goblin had every intention of making both his enemies suffer for their impudence in interfering with his plans. Captain Stacy was the most obvious one, but chances are Spider-Man would try and stop whatever he had in mind.

Norman Osborn gave a very, very wide smile.

It was never a good thing when the Green Goblin smiled.

* * *

"Did you get all the classes you wanted?" Peter Parker asked Gwen as they headed out the next afternoon. "I managed to get into Dr. Connors' class, so I'm pretty much set."

"Yeah, I made it too," Gwen nodded, "and I'm so glad that I don't have to take another course with that creepy Professor Warren. I mean, just the way he looked at me…"

"And you weren't even the only one," Peter frowned. "What did Captain Stacy do about it?"

"Dad's got quite a few friends on the Board of Governors," Gwen replied, "and they're looking into the matter. I'm going to be testifying at the hearing in September. I managed to get a few other girls who've been feeling the same way to join in, too. Alyssa Conover's going to be there, Debra Whitman, and-"

Peter's spider-senses began buzzing urgently and he reflexively ducked, pulling Gwen down with him. Unfortunately, while the sparkle blast passed over their heads, the sonic laughter that followed it blew Peter and Gwen off their feet and briefly knocked them senseless.

Shaking his head to clear away the effects of the blow, Peter sprang to his feet and tried to strike back, but he was already too late. A green and purple blur sped by him and immediately snatched up Gwen, who was still too stunned to react, and before Peter could say or do anything else the blur had risen out of Peter's reach and stood there hovering in place on a hovercraft shaped to resemble a grisly demonic bat.

The creature resembled something out of a fairy tale, a lime green-skinned imp or troll come to life. His skin was almost scaly, gleaming with a lustrous light all its own in the afternoon sun. Dressed in a ragged purple suit with matching cape, hat, gloves and boots, the green thing looked all the more bizarre for how tattered and worn his attire appeared. His eyes were a bright gold, and his chattering, piercing voice grated on Peter's ears, a voice that the young man often heard in his nightmares.

"_Funny, isn't it?" _the Green Goblin asked Peter mockingly. _"She started out as Beauty and the Geek, and now she's Beauty and the Beast?" _

"What the hell do you want?" Peter demanded, shaking in rage. He fought the urge to leap up and attack the Goblin-the emerald maniac didn't know he was actually Spider-Man, and in any event the last thing he wanted to do was put Gwen in danger.

"_Every time I turn on the TV or pick up a newspaper, all I see is people talking about how Captain Stacy supposedly destroyed my empire," _the Goblin rasped. _"See, my syndicate was my baby, my child, my loved one!" _he continued, his voice rising several octaves, _"and Stacy killed it! Well, now he's going to feel what it's like to lose a loved one!" _the Goblin concluded in a screaming frenzy. Rising into the air and flying away, the Goblin laughed hysterically, his laughter mixing with Gwen's screams of horror.

The Goblin had clearly been consumed with anger, and now Peter felt a similar boiling rage rising in him.

Turning around, he ran off in the other direction, looking for a place where he could store his clothes.

The Spider-Tracer he'd managed to tag Gwen with would tell Peter where the monster was taking her.

Peter was going to track the Goblin down.

And make him pay.

* * *

Normally, Rick would have spent his Saturdays hanging out with his friends. Unfortunately, Alyssa had needed to go meet Whitney Cooper III to practice for some dance contest, while Julia and Kenny were still working on that artistic drawing. As for Red, he was looking after some detail related to his tuition payments, and would be tied up all day.

So it was that, with nothing better to do, Rick decided to lay back on his couch and take a nap, worn out by all the work he'd been putting in at the _Daily Bugle _and dealing with the aftereffects of Cyrus's funeral and the attack on the Blue Star restaurant by the Nasty Boys. As much as he loved Alyssa and cared about his friends, Rick found himself appreciating his quiet time more and more.

* * *

Sleepwalker emerged into the late afternoon, surprised by how brightly the sun was shining despite what time it was. Despite being trapped in Rick's mind for almost a year, the alien still couldn't quite get used to the way that the days and nights on Earth became longer or shorter depending on the time of year.

_Humans rush everywhere, attempting to do so many things at once, _Sleepwalker reflected, _and change is a constant, never-ending presence in their lives…_

As he flew over the city streets, Sleepwalker tried to stop thinking about all the contrasting images and simmering emotions he'd seen in Rick's mind. It was uniquely fascinating to watch, the emotions that threatened to overwhelm Rick and were then restrained as other feelings and memories rose up to counter them. All those thoughts had been at the back of Rick's mind ever since his fusion with Sleepwalker, but now they were rising up again.

_I cannot precisely determine the appropriate course of action to undertake, _Sleepwalker realized grimly as he looked at the streets below. _Perhaps Alyssa-_

Sleepwalker was distracted from his reverie by the red-and-blue blur that passed by less than a hundred feet in front of him, swinging from building to building with blinding speed. Caught off guard, it took Sleepwalker several moments to recognize the blur as Spider-Man, webswinging faster than the alien had ever seen him move. Ignoring the alien's calls, Spider-Man continued on, staring straight ahead and continuing pressing forward as if his life depended on it.

Alarm bells began ringing in Sleepwalker's mind as he tried to catch up with Spider-Man, realizing that something was dreadfully wrong. Whatever the crisis was, Sleepwalker had every intention of helping his web-slinging friend out, but Spider-Man was moving so fast that Sleepwalker could barely keep up with him.

Eventually, Spider-Man swung around a corner, and by the time Sleepwalker made it to the turn himself, Spider-Man had disappeared.

* * *

The Green Goblin never stopped laughing as he came to a rest atop the Brooklyn Bridge, tossing Gwen roughly to the ground and then subduing her with a pumpkin bomb full of sleeping gas. Waiting patiently for Spider-Man, the Goblin looked down in satisfaction first at the people who were passing by down below, and then those people who were stopping to watch, gawking and pointing up at the scene. Some of them were no doubt calling the police, others were calling news crews, some were filming it themselves on their cameras and cell phones. Not that the Goblin cared-their recordings would only increase the number of people who would see what he was doing, and the deadly message he intended to send to Captain Stacy.

He could have tossed Gwen off the bridge right then and there, but that wouldn't do at all. The Goblin had planned everything out perfectly, and didn't intend to continue until the one person in all the world he hated more than Captain Stacy appeared. And appear he would-the Goblin had noted the Spider Tracer on Gwen's boot, realizing that her father had probably gotten her to wear it, foreseeing that the Goblin would have gone after her.

* * *

"**GOBLIN!**" the familiar scream rang out several minutes later. Turning around, his laughter fading into an expectant smile, the Goblin waved a greeting to Spider-Man as the web-slinger made his way up the bridge cables, moving even more quickly than the Goblin would have expected him to. The Goblin could almost feel the rage emanating off Spider-Man, standing out even more than it usually did during their battles.

_"So nice to see you again, web-slinger," _the Goblin smirked, folding his arms sardonically. _"I must say I'm impressed-I didn't expect you to get here so quickly." _

"Let the girl go, Goblin," Spider-Man snarled as he finally reached the top of the column and came up level with the Goblin and the unconscious Gwen. "This is between you and me."

_"Haven't you been following the news?" _the Goblin rolled his eyes. _"This is about far more than you and I, Spider-Man-it's about Captain Stacy, and my showing him and the world that they pay with blood when they cross the Green Goblin." _

"If you hurt her," Spider-Man said, breathing slowly and heavily, "I swear to God I'll kill you."

_"Indeed?" _the Goblin rubbed his chin thoughtfully. _"And what is it about this young lady that makes you so much more protective of her than all of the other people I've threatened over the years? Wasn't she the one who saved you from Doctor Octopus, after you were too exhausted from fighting the rest of the Sinister Six to fight back? In that case, I'm sure the rest of your rogues gallery will thank me for what I'm about to do-there isn't a criminal in the city who wouldn't want to see George Stacy take a fall, and watching you fail will only make it all the sweeter for Electro, the Rhino and the rest of your playmates." _

Spider-Man only stood in silence, not daring to make a move for fear of the Goblin sending Gwen hurtling into the abyss.

_"Very wise, hero," _the Goblin chuckled. _"All it takes is one kick, and she dies. If we fight, she could just as easily be killed in the crossfire. Do you honestly think you'll be able to protect her on such a narrow field as this?" _

Spider-Man only stared daggers at the Goblin, his fists shaking in impotent rage. As he tried frantically to think of what to do, his spider-senses began blaring.

_"Let's find out, shall we?" _the Goblin smiled, as he kicked Gwen off the bridge while flinging the razor bats he had concealed in his gloves at Spider-Man. Diving frantically to save Gwen, Spider-Man accepted the long, bloody gashes the razor bats tore in his arms, tearing them free in one swift move. Tossing the bats aside, Spider-Man drove a fist into the Goblin's stomach, before landing a vicious cross across the Goblin's jaw as he doubled over in pain. Reeling from the blow, the Goblin fell back as Spider-Man ran past him and jumped off the edge of the bridge column, leaping down the side of the column.

* * *

Adrenaline roared in Spider-Man's ears as he sprang past the falling Gwen. As fast as she was falling ,Spider-Man was faster, his superhuman strength carrying him past her as he twisted around and he faced upwards while going into a freefall. With one hand, he fired a webline that stuck to the side of the column, holding down the button of his web-shooter so the thread continued to extend as he fell. Using his other hand, Spider-Man began spraying a rounded net of webbing around the falling Gwen, one that would cushion the blow once she stopped falling.

Spider-Man's timing was perfect and his aim was precise and accurate as he caught Gwen with one arm and used the other to stop the webline that connected him to the bridge column. He had measured the angle perfectly-the backswing of the webline would allow him to land on the bridge column, and from there he could carry Gwen to the police and ambulance crews waiting on the main part of the bridge itself.

Once Gwen was safe, then it would just be Spider-Man and the Goblin.

* * *

Rising to his feet, the Green Goblin watched eagerly as Spider-Man set about saving Gwen Stacy. The Goblin had to give his wall-crawling adversary credit-he'd reacted more quickly than the Goblin had expected.

Not that the Goblin hadn't had taken the possibility into account-the razor bat he held in one hand would cut through Spider-Man's webline, sending him and Gwen both falling towards their deaths in the river below, while the pumpkin bomb in his other hand was full of sleeping gas that would prevent Spider-Man from saving himself and Gwen once again.

The Green Goblin burst out laughing as he prepared the killing throws.

He had his prey right where he wanted them, and nothing could stop him now.

_"Your malevolent intentions are ended, monster!" _the Goblin heard the voice shout from behind before he could release his weapons. Whirling around in alarm, the Goblin was briefly stunned to see Sleepwalker flying at him, the alien's eyes glowing brightly.

Although Sleepwalker had initially lost Spider-Man's trail, he'd noticed the police cars on their way to the Brooklyn Bridge and had quickly followed them, realizing that was where the trouble had to be. Sleepwalker had never seen the Green Goblin in person before, but he'd learned all he needed to know about the green-skinned madman through the memories of news reports Rick had seen on TV and read in the _Daily Bugle. _

_"Fool!" _the Goblin screamed back, throwing his weapons at Sleepwalker as the alien charged in, taking to the air on his bat-glider. _"This was none of your concern, but if you insist on interfering I'll be more than happy to kill you as well!" _

Sleepwalker winced in pain as the razor bat tore into his arm and recoiled from the explosion of the pumpkin bomb, but easily shrugged off the effects of the sleeping gas, as his race never slept to begin with. Coming at the Goblin again, he deflected the monster's sparkle blasts with his warp vision, before coming in and brutally tackling the Goblin. Sleepwalker drove his fist into the Goblin's chest, and was blown away by the monster's lunatic laugh, before they broke off the fight and stared intently at one another.

_"You didn't need to get involved," _the Goblin hissed at Sleepwalker, _"but you're going to pay for-" _

The Green Goblin paused, a thrill of horror passing through him as he realized he'd forgotten all about Spider-Man and Gwen Stacy.

Looking down, he saw Spider-Man handing Gwen over to the ambulance crews, before leaping back onto the bridge cables and climbing up them with an almost frightening speed. In almost no time at all, Spider-Man made it as far as the bridge column and began running straight up the side, shouting at the Goblin in a rage.

The Goblin then looked back at Sleepwalker, the one thing he couldn't have anticipated and didn't plan for.

He felt the rage consume him all at once, a living thing that engulfed him and took on a life of its own. The blood began pounding in his head, as the hatred within him exploded, a volcano that could no longer be contained.

"**GODDAMN YOU! YOU'VE RUINED EVERYTHING! EVERYTHING! YOU'LL PAY WITH BLOOD FOR THIS! ALL OF YOU!**" the Goblin shrieked, almost out of his mind with anger. Screaming almost incoherently, he fired several blasts at Sleepwalker with one hand and several blasts with his other hand at Spider-Man, who was rapidly climbing up to the top of the column. Screaming incoherently, the Goblin spun around and flew away, yelling threats at the two heroes as Spider-Man reached the top of the column.

Spider-Man pointed at the Goblin for a moment, and then turned around to address Sleepwalker, who flew in to speak to him.

"What are you doing here?" Spider-Man demanded.

_"I followed the police cruisers who were on their way to the bridge, although I was uncertain as to the nature of the impending crisis they were confronting. I sought only to offer my assistance, as is our wont," _Sleepwalker replied.

"Why was the Goblin screaming at you?" Spider-Man asked, more calmly this time.

_"I believe the Goblin was preparing to attack you as you rescued the woman he threw off the bridge," _Sleepwalker explained. _"Apparently my presence was cause for sufficient distraction that he was unable to interfere with your assisting his hostage." _

Spider-Man nodded, taking a deep breath.

"Sleepwalker, I need you to do me a favor," the wall-crawler said after a moment. "They're loading the girl that the Goblin kidnapped into an ambulance down there, and they're going to take her to Bellevue Hospital to treat her for shock. I need you to go with them and look after her. The Goblin might try and go after her again, and if he does I need you to protect her."

_"You may consider it done," _Sleepwalker promised Spider-Man. _"But what will you be doing in the meantime?" _

"Going after the Goblin," Spider-Man answered. "I'll be able to find him wherever he runs."

_"Do you not wish for any assistance in doing so?" _Sleepwalker asked.

"**No,**" Spider-Man stated in a voice that made Sleepwalker's blood run cold. "The Goblin's my enemy, and he's my responsibility. You don't know all the things he's done, all the things I've seen. He. Is. **Mine. **Captain Stacy's going to want to take him in, but he's the only other one who has as much claim on the Goblin. Understand?"

Sleepwalker merely nodded and flew down after the departing ambulance carrying Gwen Stacy. A set of police cars were also in pursuit, and a few of them acknowledged the alien hero as he flew overhead.

Even as he looked around warily for any sign of an attack from the Goblin, Sleepwalker tried to shake off the chill he'd felt both from the Goblin's screaming fits of rage and the dead calm in Spider-Man's voice.

* * *

At the hospital, Sleepwalker followed the group of police officers into the building and went with them to the third-floor room where Gwen was staying. Although some of the cops were unsure about Sleepwalker's presence at first, several others reassured them by vouching for the alien.

"You wait outside the window," the lieutenant in charge of Gwen's security instructed Sleepwalker, who nodded in agreement. "If the Goblin does make an attack, he'll probably be coming from out there."

_"I understand your reasoning," _Sleepwalker nodded, as he crossed the room to reach the window, _"but where is Captain Stacy? I should have imagined that he would be overseeing the protection of his daughter." _

"Captain Stacy's out looking for the Goblin," the lieutenant pointed out. "At this point I don't know who's going to go more medieval on the Goblin-the Captain, or Spider-Man."

* * *

Images of his father, Spider-Man, Captain Stacy, his rival crimelords and Sleepwalker all whirled through the Goblin's mind as he landed in the warehouse. Established as a bolthole where he could escape in case things went bad, the warehouse contained a spare arsenal and enough food and water for several days' stay. He only intended to remain for a few minutes, though, long enough to change back into his civilian identity of Norman Osborn and then escape.

Even as he got off his glider, the Goblin felt his entire body trembling with rage. Everything he'd planned, everything he'd worked for, years of effort and scheming and preparation, was falling to pieces around him. An image of Ambrose Osborn, the pathetic, abusive drunk who'd lost control of his empire and his life, remained seared into the Goblin's mind, even as he resisted the urge to destroy everything around him in a fit of anger.

The Goblin imagined the corpses of his enemies neatly arranged in a row, their severed heads lined up on a shelf for him to examine, with Spider-Man's and Captain Stacy's heads most prominent of all.

He had that vision a lot, and he frequently enjoyed it, although now every fiber of his being was screaming at him to go out and begin collecting those heads one by one. Both his business rivals as Norman Osborn, and his criminal and heroic enemies as the Green Goblin-

He still had OsCorp, he reminded himself pointedly. He was Norman Osborn, a man who'd perfected the art of crushing his opponents using much more subtle and devious methods…

But would they scream and beg for mercy, yielding themselves to his control?

"**GOBLIN!**" the enraged shout broke him out of his reverie. Whirling around, the Green Goblin saw Spider-Man crashing through the upper window and landing square in the center of the room, charging at the Goblin with a vengeance. Although neither man could see the other's true faces behind their masks, he knew that his enemy was out for blood, something that suited him just fine.

Hopping back on his glider and taking to the air, the Goblin struck first, blasting Spider-Man head on with a sparkle blast that knocked him off his feet. The wall-crawler was back on his feet in an instant, taking to the air and swinging off a webline to deliver a vicious double kick square into the Goblin's chest. As the Goblin spun through the air, struggling to regain his bearings, Spider-Man came around again and stuck out his arm, nearly taking the Goblin's head off with a vicious clothesline hit. Shaking his head to clear the stars, the Goblin flung a razor bat to cut through Spider-Man's webline and stunned him with a blast of his lunatic laugh, sending Spider-Man crashing heavily to the ground.

The Goblin attempted to follow up with a pumpkin bomb that released a veil of hallucinogenic gas, but Spider-Man covered his nose and mouth with his webbing, which he'd designed to serve as a chemical filter that would allow him to breathe normally despite the poison gas. Spider-Man shot right back with a glob of webbing aimed at the Goblin's face, and when the emerald villain dodged it Spider-Man slammed him with a large packing crate that he swung through the air with a webline, sending the Goblin falling until he crashed. The Goblin pulled out another pumpkin bomb and got ready to throw it, but Spider-Man was faster than he expected. Charging in instinctively, Spider-Man slugged the Goblin in the face, sending him stumbling back and making him drop the bomb, which exploded in a hail of fire and shrapnel at point-blank range.

Both men screamed in pain and reeled back, suddenly burned and bleeding from the explosion. It didn't take them long to recover, and they needed even less time to see each others' masks. Damaged by the explosion, both men's masks had been partially damaged, revealing glimpses of the faces underneath. Instinct spurred them on as they charged each other once again, each grappling with the other as they struggled to get the other's mask off. They eventually succeeded, confirming the maddening sense of familiarity they'd each had upon seeing what lay under the other's mask.

Peter Parker and Norman Osborn stared at one another with pure hatred.

"And to think, I was going to offer you a job when you graduated," Norman sneered.

"And to think, I might have actually taken it," Peter shot back. "Why, Osborn? Why do this?"

"Why do you think, you idiot?" Norman's eyes gleamed. "Money. Power. Control. Do you honestly think I would have accepted taking orders from the crime syndicates? And what about you-with all your talents, you could have profited in ways you could never have imagined. Instead, you waste your skills protecting people for nothing. Why's that?"

"Gee, I don't know-maybe because I have something resembling a human soul?" Peter's eyes narrowed. "Not that it matters, Osborn-I'm not the one going to jail."

"You're…not…" Osborn began muttering, as a manic look came into his eyes. "I'll…kill…"

He was interrupted by the sirens blaring outside.

"Oh yes you are, Osborn," Peter smiled, as he pulled a spare mask out of his utility belt and slipped it on. "What, you think I didn't let the police know where we were? I'm sure Captain Stacy is looking forward to having a few minutes alone with you..."

"No, NO! NONONONONONONONO!" the Goblin shrieked as the police officers kicked down the door and burst into his warehouse. **"EVERYTHING I HAVE, EVERYTHING I'VE WORKED FOR…YOU'RE ALL GOING TO PAY!"** he screamed, as he threw another pumpkin bomb on the ground, one that released a thick black cloud of choking smoke.

Spraying another layer of webbing over his mouth to keep from inhaling the fumes, Spider-Man tried to home in on the Spider-Tracer he'd planted on the Goblin's glider, but couldn't pick up a signal. Cursing, he realized that the tracer must have been damaged in their fight, and shook his head in frustration, turning instead to getting the incapacitated police officers out of the thick, cloying smoke.

The Goblin had been so consumed by rage that he'd forgotten one crucial detail as he made his escape.

He wasn't wearing his mask.

Both the police officers, and the news crews who'd followed them to the warehouse, had gotten a very good look at Norman Osborn dressed in a Green Goblin costume, flying out of the Green Goblin's hideout on the Green Goblin's glider.

When he woke up from his nap early in the evening, Rick would find that every media outlet in the city had already uploaded the footage to their websites, and every TV station was carrying it on the six o'clock news.

* * *

Norman Osborn had always had a backup plan, of course. He'd been prepared to make a hasty escape in case the police had ever gotten wind of his illegal dealings with OsCorp, or if the criminals he'd worked with had ever decided that he knew too much and became determined to silence him. Millions of dollars were stashed in secret offshore accounts that couldn't be frozen, perfectly forged passports were ready for immediate use, and he knew a dozen ways to slip through a dragnet.

Unfortunately, now his identity as the Green Goblin had been revealed, and his face had been plastered across the airwaves and the Internet. Because of all the high-profile crimes he'd committed as the Green Goblin, Osborn was going to receive a lot more pressure than he would have if he were simply another corrupt executive or was on the run from the crime syndicates. His company was doomed as well-OsCorp's share price was almost certain to plummet, and the raiders would carve it to pieces.

His boiling rage was worse than ever, of course, but Osborn's former hysterical fits had now been replaced by an eerily calm demeanor.

Everyone now knew he was a criminal. All his enemies, from Spider-Man to the NYPD to New York's other crime lords, would be searching for him. His crimes, ranging from kidnapping to murder to attempted and successful bombings, were publicly associated with him.

In the eyes of the world, Norman Osborn was now a monster.

Fair enough, then.

If the Green Goblin was all he could be, then he would be a very good Green Goblin indeed.

The first order of business was to determine which of his enemies he would strike at. Going after Spider-Man was, for the moment, out of the question-Osborn had absolutely no intention of sharing Spider-Man's secret identity with anyone, fully intending to use that advantage for his own special vengeance on the wall-crawler.

The NYPD? They'd be on guard for now, particularly if he tried to go after Captain Stacy again…but in the future, after they'd let their guard down…

The crime lords? Much the same thing-for all his defeats at the hands of Spider-Man, the sheer audacity of many of his acts had given him a fearsome reputation in the supervillain community. He'd be more than ready to take the fight to them when he was ready.

That left Sleepwalker, who had spoiled Norman's supreme moment of triumph.

Compared to the rest of his enemies, Sleepwalker was much more of a minor concern. Norman had bigger fish to fry, and was certainly not about to waste too much time or resources into exacting revenge on a hero who'd only crossed him once.

On the other hand, that didn't mean Norman wasn't going to just let Sleepwalker go free.

The contacts he'd made as the Green Goblin spread the news as soon as Norman made it known.

One million dollars for Sleepwalker's death.

That would settle things nicely.

(_**Next Issue:**_ While Julia pursues new avenues in life, Kenny continues his artistic projects and Alyssa appears to have made peace with the Sleepwalker's presence in Rick's mind, Rick himself finds that, despite his best efforts, the aftereffects of Cyrus's death continue to haunt him. In the meantime, Sleepwalker has serious problems of his own, as the bounty placed on his head by the Green Goblin leads him to be attacked by a collection of murderous psychopaths eager for the prize! All this and more in _Sleepwalker #52: The Most Dangerous Game!_)


	58. The Most Dangerous Game

Try as he might to concentrate on planning his class schedule for the upcoming fall semester, Rick Sheridan found his thoughts continually returning to Cyrus's suicide, even though it had taken place more than a month ago. Standing up in frustration, Rick marched around the room twice, rubbing at his temples before he made his way into the kitchen, where he began preparing some Kraft Dinner for supper.

It didn't do any good-images of Cobweb, his parents, Psyko and Cyrus continued flooding through his mind as he fumbled with opening the package. Pulling too hard, he ripped the box open and sent the bags of macaroni and cheese scattering over the floor.

Rage welled up within Rick as he picked the packages up, cursing under his breath as he tried to rip the packages open. His anger only intensified when he ripped the bag containing the macaroni too hard and spilled it all over the floor. Shouting in frustration, Rick bent down to sweep them up, resolving to simply making some goddamn chicken soup for dinner.

As he threw the dirty macaroni in the trash, Rick forced himself to calm down, wondering what the matter was with him. He felt ashamed all of a sudden-would his parents or Cyrus have wanted to see him acting like this?

Then he thought of the Sleepwalker with whom he was bonded, who was trapped in his mind and could see and hear everything he saw, heard and thought. Sleepwalker had arguably suffered even more than Rick, having been forced to kill his older brother N'ogskak. N'ogskak had taught Sleepwalker everything he knew about the world, but that was before the demonic Cobweb had turned N'ogskak into a Dreamkiller, a dreadful perversion of Sleepwalker's race that existed only to inflict suffering and horror on the innocent. Cobweb had then placed N'ogskak in Cyrus's mind, triggering a chain of events that led to Cyrus committing suicide and Sleepwalker being forced to watch his older brother suffer as Cobweb's puppet, with death and murder being the only means of freeing him.

Anger gave way to sorrow, which in turn gave way to frustration.

Rick remembered Sleepwalker's words about how Cobweb could never take away the cherished memories he and the rest of his human friends shared with Cyrus, but that didn't make the pain hurt any less.

* * *

SLEEPWALKER #52

"THE MOST DANGEROUS GAME"

* * *

Emerging into the human world after Rick fell asleep that night, Sleepwalker reflected on everything he'd seen in his human host's thoughts. He'd already tried to talk to Rick, but it didn't seem to have had any effect-perhaps Alyssa or Julia could help him? And that was the other thing-looking at Alyssa through Rick's eyes, Sleepwalker had noted a distinct shift in her attitude. While she had still suffered the same grief as Rick and the rest of their group, the awkward mood Alyssa had seemed to feel whenever she talked to Rick was now gone.

That vibrant, caring manner seemed to have returned, but what did that mean?

Sleepwalker dismissed his thoughts as he saw the gang of thugs robbing the liquor store on the streets down below. Descending to street level in a flash, it was a simple matter for him to disable and entangle the punks with his warp vision and leave them gift-wrapped for the police. Much to the store owner's delight, Sleepwalker then took a few moments to repair the damage the robbers had done to his establishment. Leaving the situation in the hands of the police as they pulled up, Sleepwalker took back to the air, his senses on alert for any more crimes.

Several more incidents cropped up over the next few hours, but it wasn't until nearly one in the morning that Sleepwalker was flying through Greenwich Village that he heard the scream. It seemed to come from everywhere at once, shattering walls and windows and driving the local residents into a frenzy. Several of them emerged from their homes and ran about in a panic, screaming and bumping into each other. As Sleepwalker landed among the residents and tried to restrain them, he suddenly felt the piercing scream shift into a focused blast of sound aimed directly at him. The alien tried to dodge the sonic scream, but it caught him head on and sent him flying across the street to crash heavily into a wall on the opposite side of the building. Rising slowly to his feet, Sleepwalker looked around for the source of the scream, wondering if Ruckus had somehow escaped from jail after their last battle at the Blue Star Restaurant.

The truth was entirely different. Standing amidst the chaos was a woman whose attire was bizarre even by supervillain standards. She wore a tattered, muddy wedding dress, heavy black Doc Marten combat boots on her feet, and a silver tiara on her head. Her hair was dyed and streaked with all the colors of the rainbow, and her face was painted in Goth-style makeup, all white with thick black eyeliner and lipstick. A wide grin crossed her face as she released another solid wave of sound, blowing all of the panicked and confused bystanders off their feet and driving Sleepwalker to his knees.

"_Who…are you?" _he demanded, struggling to his feet.

"The name's Screaming Mimi," the woman replied, before she began to laugh. Her sickening, depraved laughter echoed through the narrow street, causing the bystanders who heard it to fall to their knees, clutching at their ears in pain. The laughter also further damaged many of the weakened buildings, causing them to start to collapse. Working frantically with his warp beams, Sleepwalker scrambled to protect the bystanders as their lives came crashing down around them.

"I've been looking for you Sleepy, and now it's playtime!" Mimi cackled, her words becoming a storm of sound that sent ripples through the pavement and caused several of the already pained bystanders to pass out from the sheer intensity. Enraged, Sleepwalker charged forward, using his warp beams on the pavement between them to knock Mimi off her feet. He then tried to use the broken debris to entangle Mimi, but the punkish screamer was faster, sending her scream rising in an upwards wave and blowing Sleepwalker back. The alien felt his head throb with pain, which only became more intense as Screaming Mimi varied the tone and pitch of her laughter. Holding his skull in agony, Sleepwalker tried vainly to block out the laughter.

Holding his head in agony and looking around, Sleepwalker saw that the apartment buildings surrounding the fight were in ruins, and likely most of the residents were already dead. Forcing himself to his feet, Sleepwalker unleashed his warp beams, which raised much of the broken debris into a whirling storm which he sent flying at Screaming Mimi. Shifting her scream, Mimi was able to shatter much of the debris, but several pieces still struck her, disrupting her concentration. As Mimi faltered, the power of her screams weakened and Sleepwalker was able to force his way forward to reach her. When he finally got to close quarters with Screaming Mimi, he drove his fist into her gut, causing her to wheeze in agony and double over in pain. To Sleepwalker's immense relief, the screaming finally stopped, although the pain of the vibrations still echoed throughout his whole body.

Grabbing Screaming Mimi by the arms, he hauled her up and stared into her face, his eyes glowing dangerously.

"_Why have you initiated this assault upon me, endangering all these innocent lives in the process?" _Sleepwalker demanded. _"Do you seek to indulge some vendetta upon me? Or has some nefarious miscreant hired you to murder me on their behalf?" _

"You...pissed off the Goblin," Screaming Mimi gasped, not having the energy to maintain her scream anymore. "He put a price on your head. Been the talk of the bad-guy community ever since it happened."

The disgust Sleepwalker felt rising within him meshed perfectly with the anger he already felt.

"_Might I enquire as to precisely how much in the way of blood money the Green Goblin is offering for my demise?" _Sleepwalker asked sardonically.

"A million bucks," Mimi grinned sadistically, as the police sirens echoed in the distance. "That's no chump change, Sleepy. I'd be watching your back if I were you-I won't be the last villain who's gonna try to cash in on your hide."

Sickened by what he heard, Sleepwalker threw Screaming Mimi roughly to the ground, leaving her for the police. His head and body still throbbing with pain, he took to the air once again, looking around warily in anticipation of any other costumed killer who might be eager to claim the reward.

At first Sleepwalker thought of the Green Goblin, and then he thought of Cobweb.

It was an apt comparison, he realized.

* * *

After the fall of the Russian Empire and the rise of Communism in what would become the Soviet Union, the country came to be ruled by Josef Stalin, General Secretary of the Communist Party. He gained his power through both subtle, brilliant political maneuvering and brutal purges of his rivals within the Party, tactics that earned him the admiration of the Red Skull, for all that the Skull served Stalin's enemy Hitler. Some of Stalin's rivals, such as the intellectual Leon Trotsky, fled the Soviet Union to escape Stalin's wrath, but the General Secretary's minions eventually tracked Trotsky down and brutally murdered him for daring to threaten Stalin's power.

Other high-ranking Communists were more fortunate. One of them was a man by the name of Igor Kravinoff, who had fled the Soviet Union for the African country of Angola, which was then a Portuguese colony. Living in almost total anonymity, he fell in love with another outcast, a female witch doctor who had been banished from her tribe for employing her magic for evil ends. The resulting Kravinoff family became known in Angola both for the power it commanded and for the merciless brutality of its members, as Igor Kravinoff had been a noted member of the NKVD, the dreaded Soviet secret police. Soviet cruelty and demonic magic blended into a new, lethal tradition.

Although the Kravinoffs were by now firmly established in Angola, some of their younger and more ambitious members had set out to stake out their own claims in other parts of the world. Sergei Kravinoff was one of those members, having taken advantage of the rise of costumed assassins over the last decade to join the profession himself. Imbued with the speed, strength and cruel savagery of an African mongoose through magic subverted for dark purposes, Sergei Kravinoff carried on the tradition of costumed supervillains adopting colorful names, and adopted the title of Mongoose in honor of the animal that gave him his power.

In the past, his activities as a hired assassin had brought him into conflict with the likes of Moon Knight and Spider-Man, and he'd established himself as a vile and deadly murderer. Tonight, however, he was after another prize, namely the million dollars the Green Goblin had promised to anyone who killed the mysterious hero known as Sleepwalker.

* * *

Even though he saw the attack coming, Sleepwalker barely managed to react in time and couldn't avoid the Mongoose tearing a series of long, bloody gashes in his back. Screaming in pain, Sleepwalker crashed to the ground as the Mongoose spun around and flipped back to face him. Struggling to his feet, Sleepwalker got a good look at his opponent. Mongoose was a tall black man with a lean, wiry frame, although his muscles were rock solid and immensely strong. Clad in a golden-furred suit that left his upper arms and the lower half of his face exposed, the Mongoose wore deadly sharpened claws on his fingers and his mouth bristled with bright razor-sharp fangs that gleamed in the night as their owner smiled wicked at his prey.

Casting his warp vision onto the street, Sleepwalker tore it up to try and entangle Mongoose. Unfortunately, the gold-clad killer was faster than Sleepwalker expected, easily springing out of the way and charging forward, grappling Sleepwalker and throwing him off-balance. As they struggled, Mongoose ripped into Sleepwalker again and again with his claws and fangs, leaving the alien covered in his own blood.

His entire body wracked with pain, Sleepwalker realized he was in serious trouble. He was still reeling from the effects of Screaming Mimi's devastating sound attacks, which had taken a serious toll on his reaction time. To make matters worse, Mongoose seemed as fast and agile as Spider-Man, leaving Sleepwalker at a major disadvantage when it came to grappling with the Mongoose at close quarters. Dodging every one of Sleepwalker's blows, the Mongoose clung to him relentlessly, clawing and biting.

As Mongoose leaned in, brandishing his fangs for the killing bite, Sleepwalker's eyes glowed brightly as his warp vision flared. The Mongoose recoiled in alarm, instinct forcing him off Sleepwalker as the alien's warp beams passed over him and through the air. Mongoose continued trying to get out of the way, but Sleepwalker kept up the pressure, following the Mongoose everywhere he went with his warp beams.

Shocked and reeling, the Mongoose couldn't have realized that, while Sleepwalker had caught him in the field of his warp beams, the alien wasn't actually focusing their power on him. Mongoose didn't know that, however, having only seen the deadly effects of Sleepwalker's warp vision in other battles through the research he'd done on his target before attacking. As it was, he completely lost the offensive, thinking that Sleepwalker would twist and break him with his warp beams.

It was when he tried to vault over the metal fence that the Mongoose realized he'd been tricked. Sleepwalker twisted and extended the metal fence work upwards, catching Mongoose in mid-jump and leaving him struggling to break free. He might have broken out of the fence had Sleepwalker not strengthened the metal, leaving the Mongoose helplessly trapped despite his struggles. As an additional bit of pain, Sleepwalker raised a series of barbed points along the length of the fencework, piercing the Mongoose's flesh and causing him to howl in pain.

Breaking off part of the fence to keep Mongoose caged, beating his murderous foe into unconsciousness and repairing the damage of their battle with his warp beams, a disgusted Sleepwalker flew to the police station and dropped the Mongoose off himself, correctly surmising that the Mongoose was already wanted for numerous other murders. The police officers who'd met Sleepwalker had been shocked to see the alien covered in blood, but Sleepwalker wasn't in any mood to answer their questions, simply leaving the Mongoose for them and flying back into the night.

In his mind, Sleepwalker stewed over the innocent people Screaming Mimi had killed tonight, no doubt hoping to attract his attention. Even if she hadn't succeeded or had attracted another hero instead, from what Sleepwalker had seen of her he had no doubt that she simply took a sheer sick pleasure in murdering those people and looting whatever wealth she could lay her hands on.

All to get her hands on Norman Osborn's blood money.

His entire body wracked with pain, Sleepwalker briefly wondered whether he shouldn't just stay in Rick's mind for a while, and not come out again until the fervor had died down…but then he realized the stupidity of such a plan. Screaming Mimi had already tried to draw him out with her destructive rampage, and he had no doubt that other villains would try the same thing, threatening innocent people as a means of getting his attention.

Once again, Sleepwalker found himself thinking of both Cobweb and the Green Goblin.

They would have gotten along famously, the alien decided.

* * *

"I never thought you'd be interested in guitar lessons," Red Ericsson told Julia Winhill as they got off the bus and headed back to Julia's apartment. "You're not going to start smoking dope and playing hippie music now, are you?" he grimaced in a joking fashion.

"Please," Julia replied airily as she led Red into the building and up the stairs. "Any idiot knows that drugs rot your brain-just look at Kenny!"

They burst out laughing at this.

"And as for hippie music, I'm trying to get away from that stuff," she explained. "I mean, I like Ani DiFranco and Joan Baez as much as anybody, but I want to explore different stuff, you know? I just need a break from all this political stuff for a while."

"Makes sense, I guess," Red shrugged. "You'll still be going to pro-mutant rights protests and counter-demonstrations against the Westboro Baptist Church, right?" he asked hopefully.

"I said I needed a break, not that I was giving it up altogether," Julia smirked as they went into her apartment. "You don't mind veggie burgers, do you?" she asked him as she got the food out of her freezer and turned the oven on.

"Eh, what the hell," Red shrugged. "You do realize, though, that that stuff isn't food? It's what food eats!" he pointed out.

"Okay, now you're just trying to push my buttons," Julia rolled her eyes. "I'm serious, though-I just want to try other interests, you know?"

"Of course I do," Red reassured her. "Just do me a favor, okay?"

"What's that?" Julia asked.

"When you start learning some songs, please for the love of God don't play any Elton John music within hearing distance of me," Red sighed. "My mother nearly drove the rest of the family insane with the amount of Elton John music she used to play around the house when I was growing up. It's one thing for me to get Rick and Alyssa to sing _Don't Go Breaking My Heart _at karaoke for her birthday, but every time I hear Elton John now it makes me break out in hives," he shuddered.

"Believe me, I won't," Julia reassured him with a laugh. "Besides, I'm more of a Stevie Nicks and Liz Phair woman, myself."

"You don't know how relieved I am to hear that," Red quipped.

* * *

In life, Alyssa Conover was a dancer who displayed grace, passion and beauty when she performed onstage. On paper, however, she was a literal angel, showing kindness, compassion and support to bereaved souls who were in need of comfort. The battered and weary knight to whom she offered solace was brightened by her mere presence, which seemed to banish all the sorrow and replace it with reassuring warmth.

Kenny Anderson could only smiled as he worked diligently on the drawing, taking pride in how he reflected the light in Alyssa's eyes. He'd expected her to pick the ballet rendering when she'd agreed to pose as an art model, but to his surprise she'd picked the angel one instead.

Either way, he realized, it suited her.

"So Rick is cool with you doing this?" Kenny asked as he finally finished for the day and set down his papers. "I mean, it doesn't bug him at all?"

"Not really," Alyssa shrugged. "He never really said anything when I mentioned it to him, but...well, I haven't even talked to him much lately. I've been so busy with teaching my dance classes, getting ready for the new school year, working with Whitney on our new routines..."

"You haven't been able to schedule any dates recently or anything like that?" Kenny asked in surprise.

"No," Alyssa shook her head. "Has he tried to contact you at all?"

"No," Kenny replied. "I just figured he was busy with work and school himself."

Alyssa only frowned at that.

"…What's wrong?" Kenny asked.

"I'm just a little worried, that's all," Alyssa replied. "Ever since what happened to Cyrus, Rick's gotten really withdrawn. He just…I don't know," she concluded.

"Hey, he was like a rock for us, remember?" Kenny pointed out. "He contacted Cyrus's parents, helped us deal with what happened, everything."

"And he did it before, when that Psyko freak-thing killed his parents," Alyssa frowned, recalling all the effort Rick had gone to in order to settle his parents' estates and arrange the funeral for them. "I mean, he spent so much time looking after everyone else...did he even take any time to look after himself? And what about…oh my God…" she gasped.

"What is it?" Kenny asked, alarm crossing his features now.

"Rick mentioned to us how he thought that Cyrus might have had another Sleepwalker trapped in his mind. What if…that had something to do with what Cyrus eventually did to himself?" Alyssa wondered, turning pale at the thought of it.

Kenny felt a chill run down his spine at the notion.

"So..." he began, not sure where Alyssa was going.

"…What about the Sleepwalker in Rick's mind?" Alyssa pondered. "What's he been going through ever since Cyrus died? How did it affect him?"

"Hell if I know," Kenny shrugged sadly.

"I kind of wish I didn't have to teach that hip-hop class tonight," Alyssa frowned as she got up to leave. "Rick's got to work all day tomorrow, too. I'll try to call him tomorrow night before he goes to bed, and maybe I can talk to the Sleepwalker, too."

"Be sure to keep us posted, okay?" Kenny asked her as she left his dorm room.

"You bet," Alyssa agreed.

* * *

Sleepwalker set out again later that night, although he spent several hours resting within Rick's mind after his human host fell asleep, gathering additional mental energy to heal the grisly wounds he'd suffered during his battles with Screaming Mimi and the Mongoose. He still wasn't fully recovered, although he knew he couldn't afford to spend all night in Rick's mind, particularly when he knew that there were other villains looking for him. For a while, all was quiet, and Sleepwalker merely wondered if the villains were biding their time.

As it turned out, Sleepwalker didn't have long to wait after that, as he flew over what looked like a college frat party, being held in the park. Loud metal and rock music intermingled with the sounds of cheering and conversation in the cool night air, but screams quickly overtook them as what looked like a dark green tornado emerged from the shadows of the nearby trees. The tornado ripped through the crowd, leaving everyone it came into contact with torn and bloodied. People scattered in a panic as the tornado pursued them, a depraved laughter seeming to emanate from its core.

Immediately Sleepwalker was reminded of Riptide, the sadistic mutant killer who formed part of the Marauders, and who Sleepwalker had fought alongside the X-Men when Cobweb had made young Kevin MacTaggart's nightmare a reality. The Riptide Sleepwalker defeated had been a creation of the nightmare, but Sleepwalker was eager for another round with the monster, if it came to that.

Sleepwalker focused his warp vision on the ground, making it cracked and bumpy in an attempt to trip up the spinning figure, but to the alien's horror the figure didn't seem at all fazed by his efforts. The figure was faster than Riptide could have ever hoped to be, easily dancing around the breaks Sleepwalker raised in the ground. Finally coming to a stop, the figure merely looked up at Sleepwalker and laughed, and the alien warrior could see that the person was definitely not Riptide.

He was shorter and lankier than Riptide, although his muscles still bore that same look of rock-hard strength that Sleepwalker had seen in the Mongoose, despite their small size. Clad in a suit of bright green body armor, the figure's facemask and shoulder guards were of silver, and his gauntlets were equipped with deadly buzzsaw blades that were already dark with blood. His entire battle suit was covered in spikes and blades, which were spattered with blood as well.

"So nice to see you," the man grinned wickedly. "Whirlwind is the name, robbery and murder are my game. Oh, and collecting the bounties on the heads of meddling do-gooders. That million bucks is going to make my Mom so happy…"

So saying, Whirlwind began spinning in place like a human top, becoming a dark green tornado that came roaring at Sleepwalker. The alien leapt out of the way, rising into the air where he thought that Whirlwind wouldn't be able to reach him, but to his horror the twirling villain jumped into the air after him and caught him head on. Many of the half-healed wounds Sleepwalker had suffered from his battle with the Mongoose were torn open, and new cuts were ripped into his body as Whirlwind slashed him with the buzzsaws on his arms and the spikes that covered his arm. Screaming in pain, Sleepwalker crashed to the ground as Whirlwind came down on top of him, driving the deadly points on the ends of his boots deep into Sleepwalker's stomach.

Blood welled up from the sickening wound as Sleepwalker lashed out, forcing Whirlwind to jump free. The alien staggered to his feet, a grisly tear in his stomach area leaking blood down his legs and onto the ground, even as his entire body was covered with similarly ugly gashes. If Sleepwalker felt any pain, however, he didn't feel it. Gritting his teeth against the pain, he released his warp vision and tore large, rock-hard pillars of dirt out of the ground, all of which Whirlwind danced adeptly around, cackling all the while. His laughter ended abruptly when Sleepwalker shattered the pillars, creating a cloud of whirling rocks that battered Whirlwind from every angle that forced him to pull back and regroup.

Sleepwalker took to the air again as Whirlwind escaped the range of his warp beams. The spinning lunatic tried leaping at Sleepwalker again, but the alien was ready this time and dodged out of the way. Releasing his warp beams once more, Sleepwalker raised yet another pillar out of the shredded and broken ground, making it hard as rock. The pillar was directly in Whirlwind's path, and the villain was unable to maneuver out of the way in time. Crashing headlong into the pillar and plummeting to the ground, Whirlwind punctuated his fall with angry curses and obscenities before he finally landed facedown. Rising up, Whirlwind was himself covered in bruises and cuts from the fall, but he was more than ready for another round with Sleepwalker.

At first unable to lure Sleepwalker down from the air, Whirlwind soon began picking up rocks and other debris and hurling them at Sleepwalker, his speed adding more force to the blows. Sleepwalker was struck once, twice and then again as he tried to avoid the attacks, and he lost balance before crashing heavily on the ground. Resuming his laughter, Whirlwind charged in again at the collapsed Sleepwalker, only to suddenly recoil as the alien rose up, focusing his warp vision on the ground between them. The soil suddenly became jagged and broken, pockmarked with a number of foot-sized holes into which Whirlwind could have easily tripped.

Expertly spinning around the broken ground, Whirlwind came in for another attack and easily leapt over the next patch of broken ground Sleepwalker created, fully expecting that the alien would try to flee once again.

Instead, Sleepwalker stood in place, perfectly timing his punch so that he caught Whirlwind full in the face and damaged his metal facemask. Stunned by the blow, Whirlwind crashed to the ground and rolled to a stop, too woozy to even get up. As he lay there semi-conscious, Sleepwalker warped some of the ground into bindings for Whirlwind so he couldn't get up.

A few of the concertgoers, who had stayed behind to watch the fight, burst out in applause as the police sirens echoed in the distance, but Sleepwalker wasn't interested in their accolades. Breathing heavily, feeling ready to faint from the pain, Sleepwalker took to the air, seeking out his next challenger.

In his condition, it was all too likely that the next one would get him.

Now, Sleepwalker found himself wondering if that would be such a bad thing.

If nothing else, Rick would finally be freed of his presence.

* * *

_**Elsewhere…**_

"I've got to say," Erica Harley said to her boyfriend after they finished their romantic entanglements in bed, "I'm surprised you're not going for that million-dollar bounty on Sleepwalker's head."

"That's because you don't understand supervillain politics, babe," Jeff Hagrees, replied, as he drew the covers back over himself. "See, the catch is that the Green Goblin was the one who offered the reward, but I work for the Kingpin."

In his costumed identity of 8-Ball, Hagrees was a rising star in the supervillain community. Along with the likes of Typhoid Mary and the Nasty Boys, he now worked as one of the Kingpin's primary supervillain enforcers, scoring a major triumph in the recent gang war when he killed Bullseye in single combat. Along with acting as an enforcer for the Kingpin, Hagrees had also put his remarkable engineering talents to good use in helping to maintain and repair his boss's weapons and equipment.

"What do you mean?" Erica asked.

"I'm already committed to the Kingpin, and the Green Goblin was one of his major rivals," Hagrees explained. "It'd look bad if I was to accept bounties or contracts from a rival organization. The only villains who are going to go after it are freelancers or independent operators. Believe me, nothing would make me happier than to use Sleepwalker's head as a cue ball, but I'm not about to risk a plum position like I've got now. Besides, I'm not too worried-Sleepwalker's rogues gallery has probably gotten so big by now that some of his old enemies are probably going to go after him themselves. If any of them kills Sleepwalker, I'll be a happy man."

"How would you celebrate it?" Erica asked.

"Let me show you," Hagrees grinned wickedly, as they resumed their bedroom games.

* * *

The next attack came from Coney Island, bright flashes and screams echoing through the night as Sleepwalker raced to see what was going on. His breathing was ragged and his wounds continued bleeding, but Sleepwalker didn't hesitate at all, charging towards the amusement park with determination. As he got closer, he saw what appeared to be large constructs of light rampaging through the park and terrorizing the patrons, and Sleepwalker's rage doubled as he realized who was no doubt after him.

Lightmaster looked the same as he always had, dressed in a golden costume with the design of a bright gold sunburst on his chest. Trails of light flowed from his gauntlets to what looked like giant whirling sawblades formed out of light, and which cut through both much of the surrounding equipment and very nearly some of the surrounding patrons. Fortunately, no one had yet been killed, despite Lightmaster's cruel, taunting laughter.

_'LIGHTMASTER!" _Sleepwalker shouted to get the villain's attention as he charged in. Whirling around in surprise, Lightmaster was tackled and sent falling back to earth by Sleepwalker, who grappled him tightly in an attempt to subdue him. Unfortunately, Lightmaster dispelled the sawblades he had formed out of the light and then emanated his light power in a concentrated emanating burst, blowing Sleepwalker off him. As Sleepwalker struggled to regain his bearings, his reaction time dangerously slowed by his injuries, Lightmaster reformed his light into a giant bear trap, which he closed down on Sleepwalker.

The alien could only react in time to keep the trap from snapping him in two, and even then its fangs tore deep, jagged wounds in his body. Almost fainting from the sheer effort, Sleepwalker forced the bear trap apart, pushing back with all of his strength as Lightmaster laughed.

"What, you didn't think your rogues gallery wouldn't try to cash in?" Lightmaster grinned sadistically. "I figured that if I started causing trouble here on Coney Island, you'd be the hero who'd try to stop me. It's funny how the same heroes and villains keep running into each other over and over again, isn't it?"

Sleepwalker wasn't listening, concentrating on keeping Lightmaster's bear trap from tearing him apart. Finally, pushing his strength to its limit, Sleepwalker pushed it apart long enough to slip free and charge in at Lightmaster, although the villain quickly dispelled his bear trap and fashioned a giant mallet out of light instead, with which he pounded Sleepwalker head-on and sent the alien plummeting to the ground.

Sleepwalker felt several bones break both from the hammer blow and from his crashing on the ground. One of his arms hung limply at his side, while one of his legs shook with the effort of supporting him as he rose. Everything he saw was blurry, and his entire body was covered in sickening cuts and wounds. It was all he could do to focus his warp vision, and he honestly wasn't sure how much more power he could muster. While he'd pushed himself beyond his limits before, such as during his battles with Psyko, all Sleepwalker could think of was that, even if he somehow managed to take down Lightmaster, there would just be another villain coming after him, and another…and another…

"Looks like some of my competition already wore you down," Lightmaster pointed out as he joined Sleepwalker on the ground and got a good look at him. "Quite frankly, I'm impressed that you're even still able to stand. Not that it really matters-by tomorrow morning I'll have my million dollars when I deliver your head to the Green Goblin. And then, from there, it's back to A.I.M."

Sleepwalker tried to focus his warp vision, but the pain was just too much. Not that he could see clearly, as he was still seeing double from Lightmaster's mallet. Oddly enough, he didn't feel the least bit saddened or ashamed-there was no better way for a Sleepwalker to die than in battle, and in any event Rick would finally be freed…

The scythe that Lightmaster shaped out of his light beams would have suited the occasion perfectly, except for the gunshot that rang out. Howling in pain, Lightmaster dissipated the scythe and looked down at his suddenly bleeding hip in shock. Sleepwalker and Lightmaster then both turned to see a powerfully built young man in a white muscle shirt and jeans carrying a large revolver, which he had pointed at Lightmaster's head.

"Who…who the hell are…" Lightmaster gasped, scarcely aware of what was happening.

"Sergeant Bobby Cameron, U.S. Marine Corps," the young man replied coolly, without blinking an eye. "On leave from Iraq, trying to enjoy a nice, quiet date with my girlfriend. But no, you had to go and ruin it."

"You son of a bitch," Lightmaster cursed, holding his side. "I swear to God, I'll-"

"-surrender and make nice for the police," Sergeant Cameron finished bluntly. "Or maybe you'd like another shot? What do you want to bet my trigger finger is faster than your fancy gadgets?"

Furious at having his moment of triumph ruined, Lightmaster briefly considered attacking Sergeant Cameron, but his hip was throbbing in pain from his gunshot wound, and he knew he needed to get it treated right away. While his battlesuit had protected him from the worst of the injury, it still stung like a bitch and he realized that picking an unnecessary fight with a soldier was a risk he just didn't need. Along with all that, he could hear the police sirens in the distance…

Lightmaster raised his hands as if in surrender, but then he emanated a bright flash of light, blinding both Sleepwalker and Sergeant Cameron, as he took to the air and flew off into the night. It took both the soldier and the alien only a couple of seconds to regain their sight, but by that time Lightmaster was a golden speck of light in the night sky.

Nodding in satisfaction, Sergeant Cameron turned around towards Sleepwalker. Sheathing his gun, he moved to support the exhausted alien, draping Sleepwalker's arm over his shoulder.

"You still with us, big guy?" Sergeant Cameron asked Sleepwalker gently. "You look like you've really been through the wringer tonight."

_"Please allow me to express my most profound appreciation for your assistance," _Sleepwalker breathed, as a weary smile crossed his face. _"It is extremely unlikely that I would have survived without it." _

"Hey, we warriors have to stick together," Sergeant Cameron grinned. "Besides, I was just returning the favor."

Sleepwalker only looked askance at him.

"You probably don't remember her, but you saved my girlfriend from being raped a while ago," Sergeant Cameron explained. "Apparently it happened before she and I got together-some guy burst into the house she was renting, but then you warped open the window and caught the guy by tying him up with the carpet."

_"I did nothing but adhere to my own personal responsibilities," _Sleepwalker blinked in surprise.

"Hey, it meant a lot more than that to Jessica," Sergeant Cameron pointed out. "Without you...God, she didn't even want to think about it. Do you even realize how much that meant to her?"

Reflecting on Sergeant Cameron's words, Sleepwalker could easily see Peter Parker saying the same things to Spider-Man.

_"You have given me much to reflect on," _Sleepwalker realized, as he broke himself off from Sergeant Cameron and took to the air. _"Once again, you have my thanks." _

"Hey, wait!" Sergeant Cameron protested as Sleepwalker flew away. "Aren't you going to go to the hospital?"

Sleepwalker couldn't have explained to the sergeant that the paramedics likely wouldn't have known how to treat his alien body, and in any event it didn't matter. After all the chaos of the past two nights, a calm seemed to have set in on the city, one that accompanied the peace in Sleepwalker's mind.

Finally settling in for the rest of the night on a skyscraper, Sleepwalker gazed out over the glittering cityscape.

And wondered.

(_**Next Issue:**_ Alyssa tries to reach out both to Sleepwalker and to an increasingly isolated Rick, even as Rick still tries to cope with his own underlying anger and frustrations. For his part, Sleepwalker receives a very pleasant surprise when Wyatt Wingfoot returns to New York to settle an important oil development deal with Fireheart Industries. Unfortunately, Sleepwalker is also forced to confront the return of a brand-new Equinox when the villain goes on a murderous robbery spree! All this and more in _Sleepwalker #53: Burning Cold!_)


	59. Burning Cold

Many of the students attending the first day of classes at Empire State University's Fall 2007 semester were feeling decidedly mixed emotions. On the one hand, summer had ended, which meant more working and less partying for most of them. On the other hand, many of them were genuinely looking forward to returning to class, eager to resume their studies. Some students greeted old friends from previous years, others wandered around looking for classrooms, and still others were headed for the Administration building to try and work out any number of details with their schedules or their tuitions.

After all the chaos New York City had endured the past summer, particularly the gang war that had led to the Green Goblin's downfall and the destruction of the Maggia, the start of the semester provided an oddly comforting sense of routine, the feeling that everything was finally back to normal.

Rick Sheridan only wished he could feel that way as he followed Julia Winhill, Alyssa Conover, Kenny Anderson and Red Ericsson down the Empire State University's main quad. Even as he tried to work out where his first class of the morning was, his mind was still whirling with memories. One moment he was recalling how it had been almost a year now since the alien warrior known as the Sleepwalker had become trapped in his mind, the next his thoughts were drifting back to how Cyrus O'Donnell had taken his own life less than two days after Rick's birthday.

Mentally tortured by Sleepwalker's most hated enemy, the demonic Cobweb, Cyrus could eventually no longer endure the strain and committed suicide. Now, though, Rick's friends looked as if they'd managed to come to terms with it.

That made Rick happy, it really did.

So much so that he'd managed to keep himself from having a complete breakdown.

* * *

SLEEPWALKER #53

"BURNING COLD"

* * *

Within Rick's mind, Sleepwalker watched all the turmoil. Anger would replace frustration, which in turn replaced grief. Through it all, Rick took care to keep a tight rein on his emotions, constantly reminding himself to keep smiling and not to bother his friends. Memories of Rick's parents, Cobweb, Cyrus, Psyko and Sleepwalker himself flashed in and out of sight as Rick continually thought back over them. Dates passed through the ether in the background, most notably Rick's birthday combined with Cyrus's suicide-they were intertwined now-and the date when he learned that Sleepwalker had become trapped in his mind.

More than that, though, Sleepwalker saw the reminders, as Rick continually recalled all the good that Sleepwalker had done, all the people he'd been able to help, including Rick's closest human friends. Rick also remembered his own experiences within Sleepwalker's mind, as the alien saw for himself the horrors Rick had gone through to bring him back from the brink of insanity after Psyko had very nearly broken him.

Sleepwalker's own thoughts were on his recent battles with Screaming Mimi, the Mongoose, Whirlwind and Lightmaster, all of whom had recently attacked him in an attempt to claim the $1 million bounty the Green Goblin had put on his head. Although he'd defeated the first three villains, each of them had increasingly worn him down to total exhaustion. He would likely have been killed by Lightmaster if Sergeant Bobby Cameron, U.S.M.C., hadn't been on leave from Iraq and lent Sleepwalker a hand.

After almost a year of being bonded to Sleepwalker, Rick would have been freed.

It was, after all, the highest honor for a Sleepwalker to die in battle, particularly when protecting the innocent, like the people Lightmaster had been threatening at Coney Island to lure Sleepwalker into a fight.

* * *

Alyssa stared intently at the cell phone in her hand, trying to decide whether she should try calling Rick yet again. She'd tried several times over the last few days, but Rick hadn't been responding. Trying to talk to him directly hadn't worked either, as they'd both been so busy in between their jobs and preparing for the fall semester that she simply hadn't gotten the chance to get Rick one-on-one.

That was probably why it was good that tomorrow would be Saturday, since then Alyssa would probably be able to make some time for Rick and make him sit down with her. She'd be able to stay up as late as she wanted to tonight as well, which was good considering the nocturnal habits of the other person she needed to talk to.

Alyssa had to wait several hours on the balcony of her apartment before night fell and the Sleepwalker emerged from Rick's window. The alien stared intently at his surroundings, whirling around in alarm as Alyssa called out to him. Blinking in surprise, he floated over to join her, a look of confusion on his face.

_"Is this not also an hour during which you repose in somnolence as well?" _Sleepwalker asked in confusion.

"Yeah, it is," Alyssa nodded.

_"Then why have you awaited my emergence from Rick's mind?" _Sleepwalker asked, his brow furrowed in puzzlement.

"Because I wanted to talk to you," Alyssa replied.

_"Is there some further complication regarding your relationship with Rick?" _Sleepwalker looked back at her, now looking slightly bewildered. _"I would prefer not to discuss what I have seen of his thoughts and emotions, as I believe that such would be a betrayal of his confidences, and-" _

"That's not it," Alyssa shook her head. "I-"

_"Then I fail to comprehend why you wish to engage my conversation face to face," _Sleepwalker shook his head. _"Would Rick himself not be a more appropriate person with whom to dialogue?" _

"Not in this case, no," Alyssa replied.

_"Alyssa, I must apologize if I appear forward, but I have many pressing matters on hand," _Sleepwalker shook his head, turning as if to fly away. _"Indeed, I am already endangering you with my mere presence, owing to the reward the Green Goblin has offered for my demise."_

Before he could take off, though, Alyssa caught him by the arm.

"I need to know about Cyrus," she said calmly, although she winced inwardly as she saw the alien warrior shudder. "Please, I need to know what happened."

Sleepwalker offered no resistance as Alyssa pulled him back into her apartment.

* * *

"Rick was talking about how you thought another Sleepwalker had been trapped in Cyrus's mind," Alyssa said after they'd sat down. "Is that what led Cyrus to…"

_"No, it was not," _Sleepwalker shook his head, as his shoulders slumped. _"From what I have been able to discern, he fell victim to the depredations of one of my enemies, a demon named Cobweb. The nightmares and horrors Cobweb subjected Cyrus to finally became too much for him to bear, and so he was compelled to end his own life as a means of being released from the pain." _

"So what was there about this second Sleepwalker?" Alyssa wondered, blinking in surprise.

_"Still more of Cobweb's lies," _Sleepwalker replied brusquely, suddenly taking on a calm demeanor once again. _"I resolved the situation of my own initiative, although to my shame I was unable to prevent Cobweb's machinations from leading Cyrus to commit suicide. And now, as I have tarried enough here, I must depart," _he concluded, rising up to leave.

"Sit down," Alyssa ordered him calmly.

Sleepwalker continued walking, making his way over to the balcony door.

"Sit down, Sleepwalker," Alyssa ordered once again, this time in a voice that brooked no argument.

_"Why do you insist upon my remaining?" _Sleepwalker demanded, now frowning heavily. _"Do you realize the danger that-" _

"That's not all there is to it, is there?" Alyssa asked him.

_"…What do you mean?" _Sleepwalker finally asked after several moments, this time offering no resistance as Alyssa dragged him back to the couch.

"You know what I mean," Alyssa said. "What exactly was this Cobweb, or whoever the hell he is, plotting? What did it have to do with this second Sleepwalker?"

_"It is no longer of any consequence," _Sleepwalker shook his head. _"Neither Rick nor anyone else is in danger from what occurred. Such details are superfluous and do not necessitate repetition-" _

"No, they aren't," Alyssa insisted. "What happened, Sleepy? Why won't you tell me?"

_"Because it is irrelevant," _Sleepwalker answered, more defensively this time. _"Neither yourself nor Rick is in any danger from it, as I have already stated! Why do you persist in your interrogation?" _he asked, his voice filling with tension.

"Because I'm worried," Alyssa replied.

_"I assure you, Rick will be quite willing-" _Sleepwalker began.

"That's not what I mean, and you know it," Alyssa interrupted him, putting her finger on his lips to silence him the way she did with Rick. "I'm asking because I'm worried about you-did anyone ever try and talk to _you _about what happened to Cyrus?"

_"Such a discussion is entirely unnecessary," _Sleepwalker assured her. _"I fully accept my responsibility for my failure, and until such time as I have properly atoned I shall continue to battle the forces of evil both in this world and the Mindscape, as is my responsibility as a Sleepwalker." _

"…Atone?" Alyssa asked in surprise. "What do you mean, atone?"

_"I have continually violated the tenets of my race with my many failures," _Sleepwalker explained, _"not least of which is my original sin, my becoming fused with Rick. I atone by protecting the innocent, both from the demonic predators of my home dimension and the human criminals of your world." _

"…So when will you atone for your sins?" Alyssa asked.

_"When Rick is finally free of our connection, and rid of my presence," _Sleepwalker explained.

"So when you get back to the Mindscape, you mean," Alyssa stated.

Sleepwalker didn't say anything, instead frowning and looking away.

"…Sleepwalker?" Alyssa asked.

Sleepwalker didn't reply.

"When you make it back to the Mindscape, you'll have atoned, right?" Alyssa pressed.

Sleepwalker still didn't reply.

"Damn it Sleepwalker, answer me!" she snapped at him, growing increasingly worried as she saw the haunted, faraway look appearing in his eyes. "When you get back to the Mindscape, you'll have-"

_"Your comprehension is somewhat erroneous," _Sleepwalker finally stated. _"My sins would not be erased, and my honor would remain stained, as it is now." _

"Then-" Alyssa realized, feeling slightly sick.

_"When I have fulfilled the highest Sleepwalker ideal, to perish at the hands of evil and dying so that the innocent might live, I will have atoned," _Sleepwalker explained. _"Until such a time, my sins remain." _

Alyssa sat in silence for several minutes.

"…Are you really that willing to throw your life away?" she asked him slowly.

_"Am I therefore to no longer risk my life in defense of those who cannot defend themselves? Would you rather I leave the innocent to suffer, for fear of meeting my demise in my efforts to protect them?" _Sleepwalker asked incredulously.

"That's not what I mean," Alyssa shook her head. "Fighting to help people as a superhero doesn't mean you need to get yourself killed!"

_"Such a circumstance has not yet occurred," _Sleepwalker pointed out.

"Maybe, but you wouldn't mind seeing it happen, would you?" Alyssa asked him.

_"Should it contribute to the greater good, a Sleepwalker could ask for no greater fate," _the alien warrior replied to her, genuinely confused as to why she was persisting with the questions.

"But what if it doesn't?" Alyssa asked. "What about us?"

Sleepwalker looked back at her with blank incomprehension.

_"But Rick will be free of my presence in his life," _Sleepwalker said in confusion. _"Nor would he be the only beneficiary-would you not be free of my presence as well, free of an unnecessary complication in your life?" _

"…And what about your loved ones?" she asked him finally.

_"All of my people know and accept their destinies as the warriors of the Mindscape," _Sleepwalker blinked in surprise. _"I have witnessed many of my kin perish at the hands of the evil forces of the Mindscape. Their losses grieve my heart, but we acknowledge our role in this universe, a role that gives our lives meaning. Individual warriors may perish, but not the beliefs or the struggles they perished for." _

"Not them," Alyssa said, staring intently into Sleepwalker's eyes. "Us."

Sleepwalker couldn't think of a reply, stunned by the intensity in her voice.

"If it would be the only way to help someone in need, then I could eventually accept it," she finally explained. "But if you don't need to sacrifice yourself…"

"…Don't do it," Alyssa finished slowly. "I might end up missing you."

Stunned by what he heard, Sleepwalker thought on that for a very long time, before he finally stood up.

Bowing solemnly to Alyssa, Sleepwalker turned and departed through the door to her balcony, before flying off into the night.

And reflected on her words.

* * *

_**The next day…**_

Rick Sheridan finally got up, fed up with the insistent knocking on his door. He hadn't intended to answer it, but whoever it was had been hammering for over ten minutes, and his nerves had finally frayed. Intending to stay in his apartment all day, Rick had made sure to turn off his cell phone and unplug his landline phone, so no one could bug him. Unfortunately, someone had persisted in bugging him anyway, knocking on his door and continuing to do so until Rick just couldn't take it anymore.

Finally stomping towards the door, Rick threw it open, ready to tear a strip off whoever the hell was bugging him.

To his astonishment, Alyssa stood there, an intense look in her eyes.

"…Aly?" Rick asked in surprise, anger turning to confusion. "What are you…"

"What, I can't come in and talk to my boyfriend?" she replied airily, stepping into the apartment and shutting the door behind her. "We haven't seen each other for a few days, so I was just wondering if you wanted to go and catch a movie or something."

"…No, I can't," Rick shook his head. "Too much homework."

"At the start of the semester?" Alyssa asked skeptically, raising an eyebrow. "Rick, we haven't even been in class for a week."

"Well, I'm just kind of tired," Rick shook his head. "I don't really feel like going out, you know?"

"Well, that's fine," Alyssa smiled at him, for all that her eyes gleamed brightly. "We can just get some supper, maybe watch a movie or something. What do you think?"

"I don't know, Aly," Rick hesitated. "I just need some alone time right now, you know?"

"You've gotten plenty of "alone time" over the last few days," Alyssa pointed out. "You haven't called anyone, you haven't spoken to anyone, you haven't done anything."

"Well, I…" Rick fumbled, trying to come up with a plausible excuse. "You don't need to worry about it, really."

"That's what you used to say when you wouldn't tell us about Sleepwalker being in your mind," Alyssa reminded him. "And you used to cut yourself off from everyone, too."

Rick recoiled at that, looking for a moment as if Alyssa had just slapped him.

"Aly, no, that's-" he fumbled.

"Yes, it is," Alyssa interrupted him, concern rising in her voice. "It's happening again, Rick. What's wrong?"

"I…I just don't know," Rick shook his head sadly. "I mean, ever since what happened to Cyrus, I just feel so, so…angry! I can't stop myself from thinking about my parents, what Psyko did to them, what that Cobweb bastard did to Cyrus…oh God, I…I just…"

A final cry of frustration led to Rick sitting down and putting his head in his hands. Alyssa sat down next to him, putting an arm around his shoulders as she leaned in closer to speak to him.

"But Rick, that's normal," she tried to comfort him. "We lost Cyrus, so I know how you feel."

"No you don't," Rick shook his head. "You probably don't know the whole story."

"Sleepwalker told me about how this Cobweb thing invaded Cyrus's mind-" Alyssa began, before Rick shook his head again.

"That was only the half of it," Rick interrupted her grimly. "He didn't tell you about the Dreamkiller, did he?"

Alyssa only paled at that, and then paled even further when Rick told her everything Sleepwalker had told him about his brother N'ogskak and his transformation into a hideous Dreamkiller, a perversion of everything the Sleepwalker race stood for.

"Oh my God…" she gasped. "Sleepwalker…killed…his own brother?"

"Yeah," Rick shook his head sadly. "That was just another way Cobweb fucked him over."

Alyssa could only sit there in silence.

"And that's the other thing," Rick muttered. "I'm so pissed at Sleepwalker right now, and he can see everything I'm thinking about…but after everything he's done to help us, and the fact that he lost N'ogskak…I just feel even worse for being angry at him. Hell, I don't know what I'm supposed to do!" he finally shouted, his voice rising once more.

"…Maybe you don't need to do anything," Alyssa finally spoke after a few moments.

"What do you mean?" Rick asked, not fully understanding what she was saying.

"You did so much after your parents died, setting up the funeral and looking after their estates," Alyssa explained. "You spared Bobby and Leah having to go through all that. And now, when Cyrus died, you contacted Cyrus's parents, helped me and the rest of the group get back on track…when did you ever take the time to let yourself grieve?"

"…What?" Rick asked her in surprise.

"You've been as strong as a tank for all of us, Rick," Alyssa replied, staring into Rick's eyes, "but I don't think you've really taken enough time for yourself after what happened to Cyrus. It wasn't your fault, Rick, it wasn't Sleepwalker's, and it wasn't this N'ogskak person's. It's the same thing like what happened with Psyko and your parents-you weren't responsible for it, and neither was Sleepwalker. From everything I've heard, this Cobweb thing was responsible."

"…I know, Alyssa," Rick replied. "I've told myself that time and again. It's just…maybe I needed to hear it from someone else. But it's more than that, too, though. I mean, why'd I have to be the one with Sleepwalker trapped in my mind? Why'd Sleepwalker have to be the one to lose his home? Why did Cyrus and N'ogskak have to die? Why do we have to be the ones hurting from all this?"

"I wish I knew," Alyssa sighed sadly. "You'd think with all the problems in this world, there'd be more answers."

"Makes you wonder how we ever got as far as we did in the first place," Rick could only smile sadly. "And Alyssa, believe me-I really appreciate this. You have no idea how much being your being there for me means to me."

"I can imagine," Alyssa smiled back at him. "But please, Rick-you have to remember that this isn't your fault. And even though Cyrus might be gone-"

"-I still have his memories, and Cobweb can never take those away," Rick finished for her. "Sleepwalker told me that, too."

He hugged her tightly again, joy and sadness filling his mind as those memories came flooding back.

* * *

Later that night, Sleepwalker emerged from Rick's mind and took off for Four Freedoms Plaza. In part, Sleepwalker wanted to visit Reed Richards and see if he'd made any progress with the alien's Imaginator to break the bond between Sleepwalker and Rick. More than that, however, Sleepwalker also intended to visit the Plaza because of what he'd overheard while Rick was working at the _Daily Bugle _yesterday_, _namely the return to New York of his old friend Wyatt Wingfoot. According to the story Rick had helped prepare for the Saturday edition, the governing council of the Keemwazi nation had signed a deal with Fireheart Industries to develop the massive oil reserves on the Keemwazi's ancestral lands. As his peoples' representative, Wyatt had come to New York to sign the formal papers with Thomas Fireheart, and was staying at Four Freedoms Plaza with his old friends in the Fantastic Four.

Sleepwalker had met Wyatt by pure chance last year, when he'd helped the young man deal with an attack by a gang of racist punks. That encounter had also led Sleepwalker to befriend the Thing, and it was fortunate that he had, since it had taken the both of them to defend Wyatt from the murderous assassin Hellrazor. Wyatt had returned to Wyoming after that, and Sleepwalker was eager to catch up with him.

Getting into Four Freedoms Plaza was quite easy, as Ben Grimm had put Sleepwalker on a special list of guests who could be admitted by the Plaza's security system. Once Sleepwalker had identified himself to the automated computers on the ground floor, it sent a signal to the Four's living quarters on the upper half of the building.

_"You here to see Wyatt, I take it?" _the intercom suddenly buzzed to life, as Sleepwalker recognized the voice of the Human Torch on the other end.

_"Precisely so," _Sleepwalker replied. _"Am I interrupting a formal occasion, or otherwise imposing by my arrival? I assure you, I apologize for any indiscretion-" _

_"No, it's fine," _the Torch replied, as the elevator door slid open to admit Sleepwalker. _"Come on up and join us, we were just having a beer." _

The elevator opened in a tastefully decorated living room that contrasted strangely with the strange scientific wonders that filled Reed Richards' lab. It reminded Sleepwalker of the living room of Rick Sheridan's childhood home that he'd seen from Rick's memories, and for a moment the alien was left wondering why the Four had decorated it this way.

"Offers a nice touch of normalcy, doesn't it?" Johnny Storm, alias the Human Torch, grinned as he came up to shake Sleepwalker's hand. "Sue insisted on patterning it this way-she tries to have at least some normalcy in her life, which isn't as easy as it sounds when you're married to Reed Richards."

_"I am afraid I do not understand," _Sleepwalker blinked in confusion.

"He means because Reed typically has his head in the clouds so much," Wyatt Wingfoot came over to greet his alien friend. "Sue's the one who always has to bring him back to Earth. That's why we love him, though."

_"It is a pleasure to see you again, Wyatt," _Sleepwalker smiled, bowing to his human hosts. _"How have you fared since our last meeting?" _

"We've finally turned a corner, Sleepy," Wyatt was wreathed in smiles as he gestured for Sleepwalker and Johnny to join him back on the couch. Aside from having grown his hair somewhat longer, Wyatt was just as Sleepwalker remembered him, a tall handsome man with coppery skin, jet-black hair and bright brown eyes. "Once we sign the formal papers tomorrow, Fireheart Industries is going to start construction on the facilities. We should be ready to start drilling by the end of the year."

"So it's all going to be done on site, right?" Johnny asked Wyatt as he cracked open another beer.

"Yeah, Fireheart agreed to everything we asked for," Wyatt said proudly. "We're going to get a lot of the construction work, and then once the wells are dug we'll be manning the rigs ourselves. Everybody's going to make a ton of money! It's a hell of a lot better than the terms that Fisk was offering us…"

_"…I confess that I do not fully comprehend your discourse," _Sleepwalker shook his head. _"What terms did this Fisk person offer? I must admit that I do not wholly recall the circumstances of the arrangement initially proposed by Fisk and the…Roxxon company, was it not?" _

"…It's kind of difficult to explain," Wyatt said after a moment. "To make a long story short, Fisk and Roxxon just wanted to buy the mineral rights and then keep and sell all the other profits themselves. We'd just be getting one lump-sum payment worth way less than the oil would be worth. After that, Fisk would be keeping all the real profit for himself. The way Fireheart has set it up, not only will we be keeping more of the money, but we'll be building more jobs and more skills in the community."

"Hey, I'm sure Silent Fox would be really proud of you," Johnny smiled.

"…I'd like to think so," Wyatt sighed as he leaned back, staring at the ceiling. "I just wish he could have been here to see this. He and Fireheart would have gotten along great.."

_"Why is that?" _Sleepwalker asked in confusion.

"It's a long story, Sleepy," Wyatt frowned. "You know the crap mutants have been going through for the last few years?"

_"As reprehensible and appalling as it is, I have witnessed it far too often through the memories of my human host," _Sleepwalker nodded.

"Well, aboriginal people have been getting it just as bad," Wyatt explained. "Far too many people think Native people just want to laze around getting drunk while they wait for their next slice of government cheese. We've had to deal with that stereotype for decades, and way too many of our people have internalized it, like that's all we're really capable of. Guys like Thomas Fireheart show that we can play the game just as good as any white man, and we can win at it, too. You can't imagine how much that means to us…"

_"What game does he play?" _Sleepwalker wondered, as Johnny rubbed his chin thoughtfully.

"The way society's set up," Wyatt explained. "When they came over from Europe, white people brought stuff like modern capitalism, computer technology, and the English language. They used those things to build up the modern world, but now our people are doing the same thing. We're taking those things and making them our own. We use technology to record our culture and pass it on to the younger generations. We use the English language to communicate with one another. We use capitalism to make our own wealth. That's how Fireheart built up his company, and now he's using it to help us. He's going to be making a lot of money off our oil, but we're getting education, jobs, a real foundation for the future."

Sleepwalker and Johnny Storm sat there in silence for a few moments, as they considered what Wyatt had just told them.

_"Once again, I am struck by the realization of how infinitely less complicated and multifaceted the nature of existence is in the Mindscape than it is in the world of humans," _Sleepwalker noted. _"What I find most fascinating are the struggles waged by humans to a variety of ends, under a variety of circumstances, for a variety of reasons." _

"Like Ben probably told you before, welcome to Earth," Johnny Storm merely smiled, sipping at his beer.

Wyatt just laughed at that.

* * *

As a general rule, supervillains were both dangerous and frightening, not to be taken lightly by anyone who valued their lives. They tended to possess deadly powers, exceptional skills, and sadistic dispositions that made them the equal, if not the superior, of any John Gotti or Ted Bundy that the criminal world had produced up until now.

Of course, not all would-be costumed criminals made the cut. The Vulture had never been very impressive when all he could do was fly-which was something literally hundreds of other super-powered individuals could do-and he was otherwise a half-senile old crank who typically defeated himself by crashing into some nearby building without a hero even needing to do anything. Humbug might have been formidable if he'd had even the faintest idea how to properly aim his insect buzzing, which he'd amplified to sonic levels. And then there was the dimwitted Terry Sorenson, who had summarily been pummeled by Sleepwalker in his first outing as Equinox, despite his formidable powers of both fire and ice.

Sorenson had been dispatched to Attica Prison after his conviction, and the Equinox costume had been confiscated by the police. After that, it hadn't taken long for the costume to be stolen from the police storage vault. It was later auctioned off on the Internet, with the lucky winner bidding more than $55,000 for the opportunity to become the new Equinox.

Already, the man who now wore the Equinox costume had made his mark in the New York supervillain scene. He had started by joining the Tomorrow Legion, an informal supervillain cartel that sought to coordinate the criminal activities of its members both for the increased profits they could gain and the increased suffering they could cause. While the Legion's founder, the depraved supervillain Jack O'Lantern, had been defeated by Spider-Woman, the Legion continued to live on, electing Doctor Octopus as its new leader. For his part, Equinox had contributed to the Legion's first crime spree by carrying out a series of deadly bank robberies at Jack O'Lantern's direction. He'd already gotten back quadruple the money he'd spent on the Equinox costume, and while he fully intended to continue working with the Legion he wanted to do some more robberies on his own first.

He'd found several likely locations, a series of high-end antique shops in one of the city's prime shopping districts. Gold and diamonds were one thing, but Equinox had always had a flair for rare art treasures, and knew that they could fetch higher prices than one might expect, given how rarely they appeared on the black market.

* * *

Sleepwalker left Four Freedoms Plaza about an hour after he'd arrived, as Johnny and Wyatt had gone to bed. Unfortunately, Sleepwalker had come too late to speak to Reed, who along with Susan, Franklin and Ben had already been asleep, but Johnny had updated him on Reed's progress. Unfortunately, Reed hadn't had much luck so far, and had said something about how Sleepwalker had been affected by his own fundamental energies. Johnny hadn't really understood the technobabble, and advised Sleepwalker to come back another night to read the summaries Reed would prepare for him.

Somewhat dejectedly, Sleepwalker flew over the New York skyline, reflecting on everything that had happened over the last few weeks. Continually looking around, on the alert for any attack, Sleepwalker was surprised that no supervillains had attacked him in the last few days, for all that the Green Goblin's price was still on his head. He knew better than to expect that to last, however…

The explosion of flames in the street below that caught Sleepwalker's notice made the alien realize just how prophetic his thinking must have been. Descending to street level, the alien looked around and saw the all too familiar sight of his old foe Equinox. The villain looked much the same as before, his body alternately shrouded in flames or gleaming with frigid ice, with twin crests growing from his brow that sloped backwards and tapered to points over his head.

_"You convey the appearance of having proceeded upon a more rarified class of criminal initiative, Equinox!" _Sleepwalker commented sardonically, as Equinox emerged from an antique store with a carefully padded bag of treasures. _"Am I to presume that arson and murder are no longer your primary villainous activities?" _

"You must have me mistaken for someone else, Sleepwalker!" Equinox replied mockingly, as he gently set down his bag of loot and generated a bone-chilling hailstorm, which he directed at the alien hero. "I'm not the idiot who first wore this costume, but I'll be happy to fill his place in your rogues' gallery!"

Sleepwalker quickly rose up and over the hailstorm, his eyes gleaming as he prepared to release his warp vision. Equinox was ready for that, however, striking Sleepwalker with a fireball that exploded as it hit him. Screaming in pain, Sleepwalker fell back towards the street, raising his arms to shield himself from the razor-sharp icicles that Equinox suddenly generated. His face, chest and arms bleeding, Sleepwalker tried to strike back but staggered as Equinox chilled the air all around them, sapping his strength. The wave of cold was replaced with a wave of fire, burning Sleepwalker and knocking him down.

As he forced himself up on hands and knees, his ears ringing with Equinox's mocking laughter, Sleepwalker realized that this wasn't the same villain he'd previously defeated. Focusing his warp vision on the street, Sleepwalker sent it rippling towards Equinox in a wave, forcing the villain to let up his attack. Sleepwalker quickly regrouped, using his warp beams to twist pieces of the street that entangled Equinox and threw him off balance. It was only through generating a wave of pure ice and shattering the grasping pieces of pavement that Equinox managed to break free, and Sleepwalker quickly dodged the flying debris as it exploded all around him.

Charging in to seemingly punch Equinox out, Sleepwalker stopped short, correctly anticipating the fireball Equinox threw at him. Neutralizing it with his warp beams, Sleepwalker continued focusing his beams to gather much of the broken ice and debris. Shaping the ice and pavement shards into rounded bullet-like ammunition, Sleepwalker pounded Equinox from every direction with the weapons, forcing Equinox to form a shield of ice around himself as protection. Sleepwalker then turned his warp vision on the ice itself, using it to bind Equinox.

Steam blew everywhere as Equinox melted his way free with his fire powers. Blinded by the steam, Sleepwalker couldn't defend himself against the next wave of fire Equinox threw at him. Grimacing in pain, Sleepwalker measured the angle the flames had come from and released his warp vision in that direction, raising the pavement into a series of jagged pillars between him and Equinox. The fiery villain let up on his attack long enough for Sleepwalker to get to his feet, before rising into the air.

"Didn't think this suit could fly, could it?" Equinox smirked, before releasing another flurry of ice shards at Sleepwalker. "That idiot Terry Sorenson never realized what the Equinox gear was capable of!"

Springing back out of the way of the ice shards, Sleepwalker took to the air himself, charging at Equinox. The villain switched once again from ice to fire, shrouding himself in flames to keep Sleepwalker from punching or grappling him. The alien had other ideas, projecting his warp beams directly at Equinox and towards the wall of the building behind him. Before Equinox realized what was going on, Sleepwalker had extended several sections of the wall to strike him from behind, knocking him off balance as they tried to bind him.

It was only with a burst of effort that Equinox managed to free himself, battered and bruised from the grappling. He knew he'd already lost too much time here, and he seriously doubted his ability to defeat Sleepwalker and escape with his loot before the police arrived. Even if he managed to defeat the police in turn, he knew that cop killers were a major priority for the department…

"You win this round, Sleepwalker!" Equinox shouted, spinning around and throwing a fireball into the antique store he'd broken into through the hole he'd already smashed in the wall. "But don't think it's over!"

Sleepwalker cursed as he flew down towards the antique shop, which was now on fire despite the best efforts of the sprinkler system. Unfortunately, while Sleepwalker was busy trying to put out the fire before it spread, Equinox took the time to make good his escape.

Even as he used his warp vision to spread water from the sprinkler system and the bathrooms to extinguish the flames, Sleepwalker continually looked over his shoulder in case Equinox attacked him again. Bizarrely, Equinox seemed to have fled, apparently not interested in trying to kill Sleepwalker for the Green Goblin's bounty.

Sleepwalker kept thinking the matter over as he stepped back outside and used his warp beams to repair all the damage he'd done to the street and the nearby buildings. He didn't know why Equinox hadn't tried to attack him to claim the bounty, and in any event he realized it didn't matter. What did matter was that this Equinox was much smarter and more skilled than the first man to wear the costume.

Whoever Equinox was now, Sleepwalker knew they'd probably meet again.

And when they did, Sleepwalker intended to settle the score.

(_**Next Issue:**_ With Alyssa's assistance, Rick attempts to put Cyrus's death behind him, while also trying to balance his studies at Empire State University with his work at the _Daily Bugle. _However, the million-dollar reward on Sleepwalker's head remains a tempting prize for many of the city's supervillains, including Sleepwalker's own rogues gallery. In an attempt to claim the reward, Lightmaster takes several dozen students hostage at Empire State University, threatening to kill them unless Sleepwalker appears! But how can Rick release Sleepwalker when he and Alyssa are two of Lightmaster's hostages? All this and more in _Sleepwalker #54: Money For Nothing!_)


	60. Money For Nothing

Rick Sheridan had never been much of a fan of Michael Jackson's music, but he had to admit that he was impressed by the way Alyssa Conover and Whitney Cooper III made the music fit their dance routine. Even after Alyssa had explained it to him, he simply couldn't fathom how anyone could moonwalk while en pointe, much less choreograph an entire routine to Jackson's song _Billie Jean _that revolved around moonwalking en pointe and playing out the story the song's lyrics were telling. With Whitney playing the role of Michael and Alyssa the role of Billie Jean, all their weeks of hard work had paid off as they aced the first performance of their Dance class.

To Rick's delight, he noticed that Alyssa was wearing the pointe shoes he'd gotten her for her twenty-first birthday last week. While she still had the Capezios she'd gotten for Christmas, she preferred to use them for rehearsals. Rick and Alyssa had celebrated her birthday by getting together with the rest of their friends at the Blue Star Restaurant for dinner again, and they'd really enjoyed themselves.

Perhaps most touching of all, however, had been the gift Sleepwalker had left for Alyssa. Sleepwalker had previously asked Rick to buy a collection of crystal glass beads, which he'd then had Rick leave on the table when he went to sleep later that night. After Sleepwalker had emerged from Rick's mind that night, he'd reshaped the glass beads with his warp vision into a beautiful multicolored representation of a scene from _Swan Lake_. He'd then gone into Alyssa's apartment and left it on her kitchen table as a very pleasant surprise for her when she woke up the next day, before leaving again to carry out his nightly patrols.

Alyssa had absolutely loved it, and the hug she'd given to Rick as a means of thanking Sleepwalker through him had felt wonderful.

At the back of his mind, though, Rick just couldn't help thinking about Cyrus.

It just wasn't the same without him.

* * *

SLEEPWALKER #54

"MONEY FOR NOTHING"

* * *

The other thought that Rick kept coming back to was the fact that it was almost a year to the day since his life had changed forever. It was in late September of 2006 that the Sleepwalker had become trapped in his mind. So many things had happened after that…the deep depression and isolation he'd sunk into while trying to cope with Sleepwalker's presence in his life…the many battles Sleepwalker had fought with the supervillains of New York…Julia's being attacked by Lightmaster...the murders of his parents…his venturing into Sleepwalker's mind and saving his alien friend from losing his sanity…and now Cyrus being deliberately driven to suicide by Cobweb, along with Sleepwalker being forced to kill his older brother to spare him from the living hell of being a Dreamkiller.

Falling asleep later that night, Rick found himself appearing within his own mind, Sleepwalker apparently waiting to speak to him.

"Hey, Sleepy," Rick greeted the alien. "You not heading out tonight?"

_"I was uncertain as to whether you wished to discourse with me directly, considering the auspicious time of year that is upon us," _the alien said, rubbing the back of his head somewhat awkwardly. _"It is scarcely conceivable that so much time has passed since our existences were intertwined, and yet…" _

"Yeah, I know how you feel," Rick said, not entirely sure what to say himself. "Feels like it's been forever, doesn't it?"

_"Indeed," _Sleepwalker acknowledged. _"…Are you possessed of the same sentiment of uncertainty as I?" _he asked after a few moments.

"You've been seeing my thoughts all day," Rick shrugged. "Where do we go from here?"

_"I am left with a retrospective consideration of both our negative and positive experiences, one for which I confess that I am utterly at a loss as to determining an appropriate summation," _Sleepwalker shrugged sadly.

"…Maybe we don't need one, though," Rick realized after a moment.

_"What do you mean?" _Sleepwalker asked in confusion.

"…I'm wondering whether I haven't spent too much time thinking about all this," Rick finally said. "I mean, I keep going around in circles trying to justify everything that's happened, and I haven't really found an answer. All I end up doing is getting myself worked up for nothing. You've seen it, haven't you?"

_"Indeed I have, and in many respects I am condemning myself with the same affliction," _Sleepwalker nodded. _"Far too often have I reflected on whether I have betrayed the ideals and honor of the Sleepwalker race, or what N'ogskak would have thought of our situation and my efforts to combat the criminals of the human world in response to it, or indeed whether I am worthy to return to the Mindscape, should our fusion ever be broken. And yet, what have I accomplished with such ruminations? I am no further to discovering an answer than I was a year ago, while my struggles against the evils of the human world continue unabated. My concerns have in many respects proven immaterial when weighed against my efforts to protect the innocent."_

"It's just like Alyssa said," Rick replied, smiling sadly. "You'd think with all the problems in this world, there'd be more answers."

_"Perhaps, then, I may have discerned a more insightful conclusion," _Sleepwalker rubbed his chin thoughtfully. _"You will doubtless recall the anger, resentment and frustration that you felt when I first became imprisoned in your mind, do you not?" _

"Yeah…" Rick said uncertainly, not knowing where Sleepwalker was going.

_"And yet, in spite of those sentiments, you had no compunctions about releasing me into the human world whenever danger struck, irrespective of the tolls your disappearances to fall asleep exacted upon your personal life. You would have been, and indeed still are, well within your rights to forbid me to leave your mind, a demand I would have been and am always fully willing to honor, and yet you did not. Through your support, both in allowing me to leave your mind to fight crime and your preventing me from losing my mind and my life at the hands of Cobweb and Psyko, you have done more for me than ever could I have requested. I would not presume to know their actual feelings on the matter, but I suspect that your parents, were they still alive and aware of the circumstances, would be very proud of you," _Sleepwalker concluded.

Rick only stared at Sleepwalker for a long, long time.

"…I appreciate that, Sleepy. I really, really do," he smiled. "And here's something you should remember-don't ever think you don't honor the Sleepwalker race. You've done so much to help us all…that's something we can't ever fully repay."

_"It is no less than I owe you," _Sleepwalker bowed his head solemnly.

Rick and Sleepwalker stared at each other in silence for several moments, before they shook hands.

Nodding to one another and smiling, they turned and went their separate ways, Sleepwalker passing into the real world to begin his nightly patrol and Rick passing into full sleep and dreaming.

* * *

It was a pleasant enough place, Rick mused, although he wasn't really sure where he was. The soft, gently glowing colors that suffused the background initially made him think of the Mindscape, but then he saw none of the Mindscape's other features, such as the copper and silver minds that traveled the Mindscape like shooting stars. Nor did he see any other living entities, or even many distinguishing features in the landscape, whereas from what he'd seen of the Mindscape it varied widely in appearance and was rife with many different forms of intelligent life.

So if he wasn't in the Mindscape, where was he?

Rick couldn't tell if he was still in his mind, or if he was dreaming, but he still felt a sense of fundamental _rightness _about the place, as if he belonged here. In some respects, this was _his _place, a place that was uniquely his own.

Looking around in bemusement, wondering why he was here, Rick fell back on his heels as he saw a familiar form coming towards him. The new arrival was a chubby young man in his early twenties, with thick brown hair, skinny limbs and bright green eyes. He wore a plaid shirt, jeans and thick glasses, and when he spoke his quavering voice reminded Rick of Porky Pig.

"Hello, Rick," Cyrus O'Donnell smiled at his old friend.

"…Cyrus?" Rick asked in astonishment. "How are…what are…this doesn't…"

"What, you're not happy to see me?" Cyrus asked in a mock-hurt tone, raising an eyebrow.

"No, no of course I am!" Rick babbled, still trying to understand what his old friend was doing here. "But…you're…"

"Dead? Yeah, I am," Cyrus shrugged. "Didn't stop me from appearing here."

"Where are we?" Rick asked, now distinctly unnerved. "And how did you get here?"

"By the looks of it, I'd say we're in your mind," Cyrus said, putting his hands in his pockets and looking around with a bemused air. "As to how I got here, I suppose I needed to be here."

"But how's that possible?" Rick wondered, shaking his head in confusion. "Are you…really you? Cyrus's spirit? Or am I just dreaming all this?"

"Does it really matter?" Cyrus rolled his eyes. "Like I said, I'm here because I need to be. You need me to be here."

"But…why?" Rick blinked in astonishment.

"For God's sake, Rick, quit being so fucking dense!" Cyrus snapped at him. "I'm here because you keep beating yourself up over what happened to me! I thought you'd be smart enough to realize that it wasn't your own fault. You already know that Cobweb was responsible for everything that happened. Not you, not Sleepwalker, not anybody else but the son of a bitch who stuck that Dreamkiller thing in my mind. You really think crying over what happened to me is going to bring me back?"

"But, Cyrus, I can't just-" Rick fumbled.

"Yes, you can," Cyrus interrupted him, speaking more gently this time. "Remember what happened with your parents? You got over that, you knew your parents wouldn't have wanted you to spend the rest of your life grieving for them. I don't want you to do it for me, either. You really want to honor my memory, and get back at Cobweb? Then enjoy your life, and don't blame yourself for what happened. If you do that, then there's no way Cobweb can win."

Rick looked away, shame crossing his face.

"Rick, trust me…I'm happier than you can even imagine. After everything Cobweb did to me, I'm finally at peace. And part of the reason for that is my knowing that I had friends like you to help me out. You really think I could have gotten as far as I did without you guys having my back? And it's the same thing with you, Rick-I might not be around anymore, but it's like Sleepwalker said-you'll always have your memories of me, and that's something that the likes of Cobweb or Psyko will never be able to take away. I don't want my memory to upset you, Rick-I want it to make you happy. That's all I need."

Rick looked at Cyrus for a very long time. Whether or not Cyrus's spirit was somehow visiting Rick in his mind, or the whole thing was simply a dream, he knew that Cyrus was right.

"…Thanks a lot, bro," Rick grinned, giving Cyrus a high-five.

Cyrus only smiled back and winked at Rick, giving a thumbs-up before fading away once again.

Even then, Rick knew Cyrus would never be far away.

* * *

"I never understood why Julia wanted to go vegan," Rick told Alyssa several days later, as they ate lunch together in the Student's Union Building. "I mean, how can she possibly not enjoy a cheeseburger?"

"I think it has to do with the way they slaughter the animals," Alyssa replied. "It really drove her crazy, apparently."

"Whereas Red thinks that fruits and vegetables aren't food," Rick replied with a grin. "They're-"

"-what food eats!" Alyssa finished for him, as they burst out laughing. "Yeah, it's funny. But she seems a lot happier these days, doesn't she?"

"We all do," Rick nodded. "Things have really calmed down since school started again, haven't they?"

"Talk about irony," Alyssa replied before finishing her drink, looking around at the students eating lunch all around them. "And…you know, it's weird…"

"What is?" Rick asked her.

"How much things can change in just one year," she smiled.

"And a lot of times, it's for the better," Rick smiled back.

They finished their lunches in silence.

As they were getting up to leave, however, the outside wall of the building was suddenly smashed open by what looked like a bright golden semi truck. As several students screamed in terror and others tried to flee, they quickly found themselves trapped by a large golden cage that appeared out of nowhere and sealed off the entire cafeteria, leaving them unable to escape.

Rick only paled, realizing what was going on. It didn't Alyssa long to figure it out either, recalling all the stories Rick and Julia had told her about the person controlling the golden cage.

Looking up through the bars, she and Rick saw that the cage was connected to a trail of golden light that emanated from the hands of a tall man dressed in a bright gold costume with the design of a bright gold sunburst on the chest.

The tall man, Dr. Edward Lansky by name, had used to be a physics professor at Empire State University, before Julia Winhill's exposure of his academic plagiarism had led to his dismissal. Dr. Lansky had later gotten a job at Hammer Labs, but he was so obsessed with revenge on Julia that he used his discoveries on controlling and manipulating hard light to develop a super-powered battle costume and tried to use it to murder Julia. Rick had been forced to release Sleepwalker to protect her, and Lightmaster, as Dr. Lansky had come to call himself, proved all too willing to extend his desire for revenge to Sleepwalker.

Lightmaster laughed eagerly as the students began screaming and shouting at him. In response, Lightmaster made the bars of his light cage suddenly contract. The cage bars then proceeded to grow long, sharp spikes pointing inward, threatening to impale Lightmaster's prisoners. Most of the prisoners huddled back towards one another, cowed into silence by the approaching blades.

"That's right kids, be quiet for the teacher," Lightmaster cackled. "Now, I'm going to make this very simple," he continued, raising his voice so that the passersby outside could hear him. "My old friend Sleepwalker has a million-dollar price on his head, and I want to cash in on it. All of you in my cage are my hostages. If Sleepwalker doesn't show up in ten minutes, one of you will die. For every ten minutes afterwards that Sleepwalker doesn't show up, another one dies. Any questions?"

As many of the students either screamed for help or shouted angrily at Lightmaster, Rick thought frantically as he wondered how he could possibly release Sleepwalker without giving away his secret. Even if he somehow managed to fall asleep and release Sleepwalker into the real world, the sounds of any fight would almost certainly wake him up, Sleepwalker would disappear, and then they'd all be at Lightmaster's mercy.

Several of the other students had begun pounding on the cage bars with whatever they could find in order to try and free themselves, while others had begun calling for help on their cell phones. Looking around and not seeing any other option, Rick picked up a chair and threw it at the cage himself. Unfortunately, the chair simply bounced off, having no more effect than if Rick had thrown it at a real cage. Not giving up, Rick tried again, this time walking up to the cage and pounding away at it with the chair. One by one, the rest of the students joined in, for all that their efforts were in vain.

Lightmaster only seemed to raise an eyebrow at their efforts, not seeming very impressed otherwise by their actions. Rick soon realized that their attempts to break free weren't going to work, and so he decided to try a different tack. It was a desperate risk, but he knew that if he didn't do something they were all as good as dead anyway.

"Coward!" Rick shouted up at Lightmaster above the din he and the other hostages were making. "You're really friggin' stupid, you know that?" he taunted the gold-clad villain.

At first, Lightmaster didn't seem any more fazed by Rick's taunts than the ones the other students had thrown at him, but then his temper began to flare. When he shouted back, his voice was full of barely contained rage.

"You shut your fucking mouth, kid!" Lightmaster roared back, as the spikes on the cage bars grew longer. "You really want to die that bad?"

"You can't kill us, you moron!" Rick shot back tauntingly. "Can't lure Sleepwalker here if all your hostages are dead, can you? Besides, how do you know Spider-Man or Darkhawk won't try to stop you? Just how much thought did you put into this plan, anyway?"

As Rick had hoped, Lightmaster recognized him from his initial attack on Julia's townhouse, when Rick had let the light-bearing villain knock him out to release Sleepwalker. Lightmaster knew Rick was friends with Julia, which Rick knew would get Lightmaster angry. Now, if everything worked out just as he hoped…

Lightmaster fumed inwardly, knowing that the little bastard was right. If he killed the hostages, not only would he lose all his bargaining power but he'd have every hero and cop in the city after him. On the other hand, he had absolutely no intention of taking the kids' insults…

Lightmaster only laughed again as he devised an alternate plan. The light forming the cage began flashing like a strobe light, blinding many of the students inside and causing them to reel from the shock. To Rick's immense relief, no one seemed to be having any seizures, although that didn't stop them from falling to their knees or collapsing unconscious.

As Rick passed out, he knew both that the blinding light would disguise Sleepwalker's emerging, and that his being knocked out would keep him from being woken up during the fight.

It had been a crazy plan, a stupid plan for putting the rest of the students in danger from it, but Rick simply couldn't figure out another way to release Sleepwalker.

* * *

Lightmaster only smirked in satisfaction as the light stopped flaring and the taunting hostages all passed out. He'd made deliberately sure to keep the lights from flashing too brightly or too harshly, enough to weaken or knock out the students but not enough to cause seizures in anyone who was epileptic. Now, with the media crews and passersby who were filming his escapades, Sleepwalker was almost certain to know what he was up to.

True to form, less than two minutes after he'd knocked the prisoners out Lightmaster heard Sleepwalker angrily screaming his name. Spinning around, Lightmaster saw the alien hero flying towards him with murder in his eyes. Laughing eagerly, Lightmaster dissipated the light cage, and charged in to confront his real target, generating a pair of oversized buzzsaw blades with which he cut and slashed at Sleepwalker.

Dodging around Lightmaster's blades, Sleepwalker gritted his teeth in rage. He was in part angry at Lightmaster for the sickening ways he'd tried to draw Sleepwalker into a fight, but even more so he was angry at Norman Osborn for putting out the reward that had led so many villains to try and claim the reward. During the few seconds in which Lightmaster had caused the light of the cage to flash, he'd emerged from Rick's mind and then used his warp vision to dig into the ground so he could slip away without anyone noticing. From there, it had been a simple manner to seal the ground up again so no one would notice and then dig a tunnel some distance away, from which he could emerge and attack Lightmaster from another direction, making it look like he had flown in from another part of the city.

Unfortunately for Sleepwalker, Lightmaster had anticipated his arrival and swung one of his saw blades down at the hostages and passersby watching the fight on the ground below. A horrified Sleepwalker immediately used his warp beams to raised and twisted some of the pavement to catch the blade before it could hit anyone on the ground, but he left himself wide open to an attack from Lightmaster's other blade. He managed to twist around to avoid being cut in two, but Sleepwalker suffered a long, bloody gash across his back and his left arm and leg for his troubles. As Sleepwalker reeled from the blow, Lightmaster reshaped his light beams into the same large mallet he'd used on Sleepwalker at Coney Island, and smashed the alien hero with a brutal line drive that sent him plummeting to earth and land on the pavement with a sickening crunch.

Lightmaster came down in pursuit, nearly splattering Sleepwalker with another blow of his mallet. Sleepwalker rolled out of the way and sprang to his feet, using his warp beams to entangle Lightmaster with the surrounding plants and concrete paths. Lightmaster was forced to let up his attack, instead concentrating on breaking free. Not wasting the opportunity, Sleepwalker charged in and began beating Lightmaster mercilessly, dizzying him with a flurry of punches and kicks until Lightmaster managed to force him back by emanating several large bladed spikes from his gauntlets that tore into the alien and left him bloody all over before he could escape.

Lightmaster began to rise into the air again, generating a series of whirling spikes that orbited in rings around his body. The gold-clad killer threw them in a flurry at Sleepwalker, who tried to dodge but was slashed by several of them as he spun around for another attack. Focusing his warp vision down on the ground, he raised the broken debris from Lightmaster's escaping the restraints Sleepwalker had put on him and sent it flying up at the villain.

Lightmaster was so focused on deflecting the debris with his next flurry of light blasts that he didn't notice Sleepwalker flying around and coming up at him from behind. This time, the alien went right for the kill, tackling Lightmaster and then knocking him out with a blow to the back of the head before he could fight back. Sleepwalker wasted no time in tearing off Lightmaster's gauntlets, boots and mask to neutralize his powers before he came back down to ground level with his prisoner.

Contemptuously tossing the unconscious Lightmaster to the police who had come on the scene, the bloodied Sleepwalker came over to examine Lightmaster's hostages. Some of the university students remained unconscious, although most of them had woken up by now.

Right before he'd emerged from Rick's mind, Sleepwalker had noted how guilty his human host had felt for causing Lightmaster to cause the light cage to flash the way it did, knocking his hostages out. No one had suffered any seizures from the light bursts, although they could have…but if Rick hadn't been able to release Sleepwalker, then Lightmaster would probably have killed them all...

…and the cycle continued.

Norman Osborn.

Cobweb.

It was all the same.

(_**Next Issue:**_ Although life appears to have returned to normal for Rick and his friends with the new school year, they find that it's anything but when Empire State University is plagued by a series of bizarre accidents, hallucinations and other strange incidents. When several students are nearly killed by these accidents, can Sleepwalker hope to discover the truth behind them, much less the truth behind the mysterious Mr. FX? All this and more in _Sleepwalker #55: Now You See It, Now You Don't!_)


	61. Now You See It, Now You Don't

Autumn at Empire State University was always a sight to behold, as the trees turned from verdant green to a rich coppery gold. The campus had been carefully planned to emphasize its role as a green space in the middle of New York's concrete jungle, a fact that did not go unappreciated by many of its students. October brought a chill wind, albeit one that roused the spirits of the students and reminded them that they were still alive.

As much as he might have appreciated the feeling, Red Ericsson tended to enjoy sitting in a heated library much more. Flipping through a pile of books as he made notes for a research project, Red was glad that things had been normal for the last couple of weeks…or at least as normal as New York ever seemed to be anymore. Things had quieted down considerably after Lightmaster's hostage-taking at the Student's Union Building, and after the chaos of last summer all of New York seemed to be taking a respite. For all that they were working as hard as they ever did, everyone at Empire State seemed to be doing so in a relaxed frame of mind.

Hence it was a shock when so many of the bookcases seemed to spontaneously tip over and crash down on one another. Students leapt up and shouted in alarm, crashes echoed through the building, students cried out in pain as books fell on them or they were crushed underneath the falling shelves. One moment everything was calm and routine, the next everything was chaos and surprise.

Red himself leapt up in shock, so caught off guard that he couldn't move for several moments, until he snapped himself out of his surprise and moved to help the students and staff who'd been caught underneath the bookshelves. Lending his considerable strength to the students struggling to move the bookcases off their victims, Red shuddered as he saw the ugly bruises and injuries of many of the victims. People had suffered everything from contusions and concussions to broken teeth, noses and bones when the bookcases had fallen on them. Thankfully, no one had been killed, although Red noted that it was a very near thing with several people.

Red wandered through the rest of the day in a numb shock, unable to get the memory of what had happened out of his mind.

There was no way those bookshelves could have just tipped over, right?

They were all perfectly level…weren't they?

You'd have to be as strong as Sleepwalker or Spider-Man to push them over…wouldn't you?

And why did some shelves fall, but others stayed upright?

Red puzzled it over, but try as he might he just couldn't figure it out.

* * *

SLEEPWALKER #55

"NOW YOU SEE IT, NOW YOU DON'T"

* * *

Peter Parker and Gwen Stacy had both been eagerly looking forward to this semester, in no small part because of the Chemistry 388 course they had signed up for. Not only was the advanced material a thrilling challenge for them, it had the additional bonus of being taught by Dr. Curt Connors, one of the most popular and knowledgeable professors in the entire university. Peter, Gwen and the rest of the students had especially been anticipating one particular experiment that Dr. Connors had been hyping for weeks.

Hence the only reaction was stunned silence when the experiment at first seemed to explode in a burst of multicolored fireworks. The fireworks exploded for several minutes, popping in a musical rhythm that vaguely reminded Peter of the sound Rice Krispies made when milk was poured on them, before they faded into a white mist.

Immediately afterward, the mist dissolved and then the experiment functioned the way everyone had expected it to.

By then, however, Peter and the rest of the students were simply too confused to react.

Kenny Anderson was having a fantastic time in his Graphic Design class. While Kenny spent all of his time either doodling or dreaming about Stacy Keibler in most of the classes he took, here Kenny paid extremely rapt attention to what his professors were saying and worked diligently on all his assignments. Today they were discussing how to fade background colors to create atmospheric effects, and Kenny was eagerly following along on his computer.

Then, all of a sudden, the colors on the screen began flashing, as a strange, discordant music began to play from their speakers. Kenny and the rest of the class stopped what they were doing, caught completely off guard and thoroughly amazed by what was happening. The colors on the screen began flashing in psychedelic patterns, and the music became louder and more chaotic. Kenny, the other students and their professor found themselves drawn further and further into the illusion…

…and then it ended.

Kenny and the rest of the class shook their heads, seeming as if they'd woken up from a dream.

They looked around, looked at each other, and then looked at their screens.

Everything appeared normal, everything felt normal.

So what the hell just happened?

* * *

Rick Sheridan hated paying athletic and gym fees as part of his tuition. Although he was allowed to use the facilities as a registered ESU student, he'd always been distinctly uncomfortable in change rooms and in any event he loathed working out. While he'd been able to tolerate gym class in high school, he was quite glad he didn't have to take it anymore once he'd come to university. Hence why he resented having to pay athletic fees-why should he have to pay for something he was never going to use?

Rick wouldn't have come here today anyway, except that he was meeting Alyssa after a long rehearsal session she'd booked in one of the studios. Now, sitting in the main lobby, his mind was fully occupied with his textbook as he ignored everything going on around him.

He was immediately jolted back to life, though, by the loud crashes and screaming that came in from the workout area. Rick leapt to his feet in alarm, wondering if some supervillain was attacking the workout, and charged in to see what was going on.

It wasn't a supervillain attack, but it was almost as bizarre. Many of the light fixtures and the scoreboards had fallen off their moorings and come crashing down on the arena seats and the main workout area. People stood there shouting in anger or pulling at the debris, trying to retrieve some of the people who had been struck by the falling fixtures as they came crashing down. Rick immediately ran over to where several students were trying to drag the large basketball scoreboard away, and lent his strength to help.

Horrified, Rick saw that several people had been crushed by the scoreboard as it landed on them, but to his immense relief he saw them groaning and slowly moving as they tried to get up. As he would learn, no one had actually been killed, but a number of students had suffered broken bones, concussions, burns and lacerations.

"…Couldn't you tell what caused it?" Rick asked the student next to him as they finally dropped the wrecked scoreboard on the floor.

"No!" the other student said in unnerved shock. "It all just…happened! I mean, it's like the gym is haunted or something!"

The other student walked away, still shaking his head in confusion, but Rick felt a chill run down his spine.

He'd come to learn all too well that when something seemed to be haunted, it was a very, very bad sign.

* * *

The accidents and hallucinations stayed with Rick as he fell asleep that night. He'd learned about the other disasters and hallucinations from Peter at the _Daily Bugle _after school as they'd worked on thestory covering the incidents for the morning edition, and when he'd returned home he'd gotten the calls from Red and Kenny that further explained what they saw. Nor were the strange happenings Rick and his friends experienced the only ones-several other bizarre incidents had occurred around the campus. More than ever, Rick was convinced that something was very wrong.

Falling asleep, Rick found himself manifesting within his mind. Looking around, he saw Sleepwalker standing nearby, next to the portal that led into the human world.

"What's up, Sleepy?" Rick asked curiously.

_"There is something I must discuss with you regarding the bizarre occurrences at Empire State University," _Sleepwalker said, his arms folded and his face marked with a concerned frown. _"I have spent the last few hours meditating on the nature of these incidents, and the locations where they have happened. There does not appear to be any rhyme or reason to these accidents, but I have discerned a common thread between them all." _

"What's that?" Rick asked curiously.

_"They were all random happenstance, are they not?" _Sleepwalker pointed out. _"And yet, everything took place under the same circumstances-when no observer could have expected them, and with the observers left in a confused and uncertain frame of mind. Am I mistaken in believing that Red and Kenny would not have informed you of these accidents if they did not believe that they were explicable and thus unworthy of my attention?"_

"Yeah, they never would have bugged us otherwise," Rick nodded. "So, what are you saying, exactly? That these things were meant to confuse the students at ESU?"

_"Precisely so," _Sleepwalker rubbed his chin. _"I believe the incidents were intended as a distraction or to cause confusion, although for what purpose I cannot yet discern." _

"Could it have something to do with the Mindscape?" Rick asked uncertainly.

_"While it is possible, it is also extremely unlikely," _Sleepwalker shook his head. _"Barring exceptional individuals such as John Edward Cicala, alias Jack the Ripper, the inhabitants of the Mindscape vastly prefer to subtly operate behind the scenes and out of the sight of the residents of this dimension. Cobweb, for instance, poisons the minds of his victims with illusions and suggestion, goading them into further acts of hate and violence. These manifestations are too immediately obvious and detectable to be the ideal course of action for a resident of the Mindscape." _

"You're pretty obvious too, you know," Rick pointed out with a half-smirk.

_"You must remember that I am one of those exceptional individuals that I mentioned," _Sleepwalker noted, raising an eyebrow. _"In any event, I suspect rather that whoever is responsible for this subterfuge is human, although possessed of exceptional psychic abilities. However, I do not think that it is one of my established enemies," _he continued, answering Rick's unspoken question, _"for the majority of them do not possess the ability to cause such incidents, and those that do would not act in this way," _he shook his head as he turned to leave.

"Be careful, Sleepy," Rick called after him.

Sleepwalker nodded solemnly before he turned and left, passing into the human world.

* * *

Night on the Empire State University campus was generally quiet without the masses of students and professors that thronged the area during the day, although smaller groups of students on their way to evening classes or late drinking or study sessions could still sometimes be seen. Tonight, though, Sleepwalker found that the campus was almost entirely deserted, as too many people had been scared away by the seemingly random accidents and hallucinations that had occurred around the campus.

Visiting each of the places where the strange things had happened, what Sleepwalker found confirmed his suspicions. There were powerful traces of psychokinetic energy in the air that remained tangible to Sleepwalker's otherworldly senses, energy that confirmed to him that the humans in the vicinity would experience the bizarre hallucinations, or that their surroundings would be manipulated to have the bizarre experiences happen to them. In every place, the same energy had struck, and even though his senses were more limited by his race's standards Sleepwalker could still pick out a discernible trail, one that led to the Arthur Miller Building.

Named after the iconic New York-born playwright, the Miller Building housed Empire State University's Drama Department and its theatres. As he hovered around the edges of the building and considered its position on the campus, Sleepwalker suddenly understood-the accidents and hallucinations that had plagued Empire State University had formed a pattern meant to draw peoples' attention to other parts of the campus and away from the building…but for what reason?

Although the building was locked, that in itself presented no problem for Sleepwalker, who simply opened a hole in the roof with his warp vision and then closed it again once he was inside. Once inside, Sleepwalker found that the psychic energy trail was stronger than ever, almost compelling him to follow it as it wound down into the basement, where the stagehands and technicians frequently worked. The trail continued through the mazelike basement to a door that was chained and padlocked, which looked as if the rooms behind it had been boarded up for years…

…and Sleepwalker realized that wasn't any problem at all for the person who'd used his psychic abilities to get into the boarded-up part of the building and begun using it as a hideout for whatever they were truly up to.

Getting through the padlocked door was just as easy for Sleepwalker, as he made his way into what had likely once just been an abandoned part of the theatre but was now a twisted labyrinth that had no doubt been drastically expanded by its new resident. As Sleepwalker continued following the trail, which now shone like a beacon to even his limited senses, he saw bizarre flashing images that reminded him of Kevin MacTaggart's nightmare after he'd been mentally enslaved by Cobweb.

Running children at play, singing songs that were vaguely familiar to Sleepwalker as half-forgotten memories from Rick's youth…shimmering waves of color that flashed in chaotic patterns…clowns in a silent pantomime that played with discordant organ music in the background…the sound of a heart slowly beating in a constant, repetitive rhythm…

Sleepwalker didn't understand what these sights and sounds were, but they became sharper and stronger until he finally came to the wide open room he realized was at the heart of the labyrinth. Sitting in a circle around a raised dais were a group of people, their eyes closed as they stared up at the ceiling, seemingly in a trance. Sleepwalker could see that they were clearly bound in some sort of mental link, one that was subjecting them to a shared hallucination and was part of the larger energy trail that had led him here.

Sleepwalker's eyes flashed with his warp vision, as he prepared to break the humans free of their possession. He was stopped, however, by the bone-chilling laughter that erupted around him. The laughter reminded him of Psyko, and for a moment Sleepwalker thought that his most hated of enemies was in fact responsible for this chaos, but then he realized that it was part of the same psychic force that had drawn him here and was causing all the chaos at Empire State University.

Looking around in alarm, Sleepwalker saw another figure step out of the shadows. At first he seemed like an ordinary human, perhaps in his mid-twenties, but there was an oddly childlike demeanor about him, reflected in the strange look on his face. His dark brown hair contrasted oddly with his fair skin and his sea-green eyes, which shone with a strange light that gave Sleepwalker uncomfortable reminders of the hellish glow that suffused the Bookworm's eyes.

_"Who are you?" _Sleepwalker demanded, stepping into a fighting stance. _"What have you done to these people?" _

"…You don't like my show?" the man asked, a look of astonishment crossing his face. His voice was high and reedy, sounding much more like that of a small child than an adult man. "You hurt my feelings!"

Sleepwalker hesitated for a moment, trying to figure the situation out. He could feel the powerful psychic powers this human possessed, and knew he had to be careful…but what was the human hoping to accomplish?

_"Are you responsible for all the accidents and hallucinations that have plagued Empire State University?" _Sleepwalker asked slowly.

"Yep, yep that's me!" the human smiled widely. "Lots and lots of fun! Everyone thinking the school's haunted! Watch 'em run, watch 'em scream, watch 'em hurt, watch 'em die!"

_"…And why have you kidnapped these other people?" _Sleepwalker asked, alternately sickened by what the psychic human was saying and alarmed by the increasingly demented look in his eyes.

"Yeahyeahyeah, I wanted some playmates!" the man chanted. "Wanted to play, made 'em come with me, now I make 'em watch my shows!"

_"…Who are you?" _Sleepwalker asked, now filled with horror.

"Name's Mr. FX," the man chanted in a sing-song voice. "Make effects come to life, make 'em sing, jump and dance! You're my effects, everyone's my effects, it's all my effects! You see 'em when I see 'em, you don't when I don't!"

_"Your 'effects', such as they are, have endangered far too many innocent lives," _Sleepwalker warned him coldly, now out of patience with Mr. FX's bizarre prattling. _"And now, with your kidnapping of these innocent victims and your violation of their minds, you shall answer for your crimes!" _

Just as Sleepwalker feared, Mr. FX's face darkened with rage. Sleepwalker could feel the vibrations in the air as the demented psychic focused his powers, even as random images and sounds pierced through the darkness and caused the room to vibrate all around them.

"YOU HURT MY FEELINGS!" Mr. FX screamed in anger. "YOU MAKE ME MAD, FREAK-FACE! NOW I HURT YOU, BREAK YOU, MAKE A NEW SHOW! MAKE A NEW SHOW!"

Spinning around, Sleepwalker focused his warp beams on the floor around Mr. FX's hostages, shaping it into a protective dome that deflected the large piece of the ceiling that would have crushed them in an instant. Unfortunately, he left himself wide open to a devastating wave of psychic energy directed at him by Mr. FX, who seemed to channel all of his power into an attack on Sleepwalker's mind.

_You done made me mad, boy! _Sleepwalker suddenly heard a voice inside his head. _It's discipline time fer that!_

Although he could have sworn he imagined it, Sleepwalker suddenly saw the image of a large, powerfully built middle-aged man with shaggy hair and a moustache, who whipped off his belt and slapped it against his free hand as he loomed over the alien, preparing to strike. Sleepwalker charged back, preparing to hit it with a retaliatory punch, only to find himself attacking an illusion that disappeared as soon as he hit it.

Whirling around, Sleepwalker looked around for Mr. FX, who was using his telepathic powers to shape a pile of debris into a collection of what looked like human children. They looked to be somewhere between ten and twelve years old, although the hateful glares and twisted grins belied their youth and made them look like a collection of depraved sadists.

_Baby wanna cry? _Sleepwalker heard another voice inside his head. _No one's gonna help you, you little pussy-we own you! Nowhere to run, nowhere to hide! _

Bizarrely, the voices seemed to be coming from the human mannequins, who charged at Sleepwalker and began beating on him with surprising strength. All around him, madness seemed to reign as blurry images of children's toys, cartoon characters and playgrounds flashed in the background. Fighting with surprising strength, doubtless amplified by the power of Mr. FX's psychic abilities, the mannequins eventually had to be shattered by Sleepwalker's warp beams before they would stop attacking him.

To Sleepwalker's immense relief, the people Mr. FX had held hostage seemed safe enough under the dome he'd crafted to shield them, although debris continued to fly here, there and everywhere. Looking around in the mayhem, Sleepwalker saw Mr. FX floating in the air above them, sobbing and screaming as he radiated another wave of energy.

Sleepwalker heard yet another sound in his head as the psychic wave connected with his mind. This time, it was the sound of gunshots and the screams of a young woman, and Sleepwalker could swear he saw the illusion of a teenage girl sobbing as she stood over the corpse of a young man. An older man stood in the background, holding a smoking shotgun. An angry look was on his face as he grabbed the girl by the hair and forcibly pulled her to her feet, before dragging her out of the room and into darkness. The man with the shotgun was different from the one in the first illusion-this one had blonde hair and blue eyes, and looked a lot like the girl he'd dragged away-was he her father?

_Why didn't you help me? _Sleepwalker heard the girl scream this time. _Instead, he…he…_

It was then that Sleepwalker began to understand. Everything-the hallucinations, the accidents, all of it-were extensions of Mr. FX's will, and whatever he was thinking …

…and in that moment, Sleepwalker found the answer.

Drawing much of the psychic energy in the air into himself, Sleepwalker used it to begin projecting a number of images of his own, focusing them on and around Mr. FX. Normally, Sleepwalker couldn't use his warp vision to project images, but with a steady supply of mental energy to draw on he was capable of doing so. The images Sleepwalker projected were those of a peaceful night sky, a beautiful field of flowers, a rainbow shining in the air, calming images which seemed to relieve Mr. FX's anger and led him to float slowly back down to the ground. The insane psychic slumped to his knees, as tears welled up in his eyes, before he curled up and fell asleep on the floor.

As if by magic, all the psychic phenomena in the air instantly disappeared, and Sleepwalker suddenly heard the confused murmurs behind him as the people Mr. FX had entranced were released from his control. Everything passed quickly after that, as Sleepwalker led them out of the hidden basement and out of the Arthur Miller Building, before getting them to call the police and take the now unconscious Mr. FX away. With the reputation Sleepwalker had developed with the police, particularly after his battles with Psyko, they'd believed his story much more readily than he could have hoped.

Despite having saved the hostages and likely put an end to the accidents and chaos at Empire State, Sleepwalker didn't feel like celebrating. His mind continued to dwell on what he'd seen in Mr. FX's hidden lair, trying to somehow make sense of it all. Everything he'd seen tonight was unnerving, but perhaps nothing more so than the fact that, for all his madness, Mr. FX had apparently been capable of wandering out in broad daylight, almost certainly using his powers to look like an innocent bystander, causing the accidents and hallucinations the human students had seen, before returning to his hidden lair to continue whatever it was he'd been doing down there. None of the human hostages could recall what they'd seen-it was as if their minds were blank.

All this chaos and destruction had apparently been part of the show, as Mr. FX wanted the people around him to see what he wanted them to and act the way he wanted them to…but from everything he'd seen in Mr. FX's lair Sleepwalker knew that wasn't the whole story.

Unfortunately, Sleepwalker had absolutely no idea how to find out the rest of the story, or what else he could do about it.

That was the most unnerving part of all.

(_**Next Issue:**_ Although Sleepwalker has previously saved Rick and his friends from both human and supernatural threats, he's powerless to help them when they have to deal with one of the most stressful things of all-studying for college mid-terms. The alien finds he has other problems to deal with, as a criminal turf war breaks out over control of a lucrative heroin-smuggling operation. When he tries to intervene, Sleepwalker not only finds he must deal with the Serpent Society, but also with 8-Ball, who has been sent by the Kingpin to deal with his criminal rivals! All this and more in _Sleepwalker #56: The Enemy of My Enemy!_)


	62. The Enemy Of My Enemy

Although it was nearly 10 PM, the Student's Union Building at Empire State University was brightly lit and packed with groups of students who were diligently preparing for the midterm exams that were happening next week. The sea of haggard faces and weary eyes were a clear demonstration of how stressful this time of year could be for students, especially when they had to juggle studying with their jobs and social lives.

Rick Sheridan and his friends were no exception. While some other students had taken time off from their jobs to devote extra time to studying, neither Rick nor any of his friends could really afford to do it. Even Kenny Anderson, the one member of their group who didn't have a job, was feeling the pinch.

"Well, that's about all I can take for one night," Red Ericsson announced, as he stood up and gathered his textbooks. "Any more studying and I'd get so messed up I'd probably vote for Hillary Clinton."

"If you're trying to bait me, it's not going to work," Julia Winhill replied in a snarky tone as she rubbed her eyes.

"Come on, you know you love it," Red teased, as Rick and his girlfriend Alyssa Conover looked at each other and rolled their eyes.

"Fine, fine," Julia sighed. "Any more studying and I'd get so messed up I'd probably vote for Ron Paul. There, happy?"

"That's my girl!" Red laughed.

"You both really get off on this stuff, don't you?" Rick interjected, a wry gleam in his eye.

"That's a funny choice of words," Kenny laughed, as he finished his can of Pepsi and then belched out loud.

"What do you mean?" Rick asked, as Alyssa suppressed a giggle while Red and Julia looked at Kenny strangely.

"If I have to explain it, you don't need to know," Kenny smirked as he stood up in turn. "And with that, I bid you all so long, farewell, Auf Weidersehen, goodbye!" he continued in a sing-song voice as he gathered up his books and walked away to head for the exit.

Rick, Julia, Alyssa and Rick merely stood there in silence for a few seconds as they watched Kenny leave.

"I swear, it's a miracle he has any brain cells left," Red snorted.

"Just remember that it could be worse," Alyssa pointed out as they headed for the other exit, intending to catch the special shuttlebus Empire State University had contracted to safely ferry late-studying students who lived off-campus back to their apartments and homes. "He could be one of our coworkers."

All four of them shuddered at the idea.

In spite of his fatigue, Rick couldn't help but laugh.

As stressful as midterm exams could be, they were pretty much the only problem in his life right now.

With everything that had happened over the past year, that was something to be thankful for.

* * *

SLEEPWALKER #56

"THE ENEMY OF MY ENEMY"

* * *

"They've grown quite a bit more daring, haven't they?" Wilson Fisk rubbed his chin thoughtfully as he glanced over the reports his underlings had handed to him. Widely disparaged in public as the 'Fat Man' for his massive bulk, very little of what appeared to be the flab on Wilson Fisk's body jiggled when he moved. What looked like fat was actually pure solid muscle, muscle that gave Fisk the strength to crush gold watches and smash hardwood desks with his bare hands.

To the public, particularly the world's law enforcement agencies, Fisk was merely the owner and president of Roxxon Industries, one of the world's largest oil conglomerates. However, to a very select few people, Fisk was also known as the Kingpin of Crime, head of one of the largest criminal syndicates on the Eastern Seaboard. He took equal pride in both his professions, finding that Roxxon made an excellent way to launder his criminal gains while his criminal actions and connections often helped Roxxon gain a major advantage over its competition.

Today, Fisk was firmly in his role as the Kingpin, discussing strategy with his underlings as they reacted to the latest market shifts in the North American drug trade. For almost a year now, the major Mexican drug cartels had been involved in a bloody struggle for control of the main shipping routes to the United States. Billions upon billions of dollars were at stake, and the cartels would stop at nothing to control the trade. Previously, the Mexican cartels had typically relied on their American counterparts to redistribute and sell their products in the U.S., but now many of them were trying to expand directly into the U.S. itself, selling and distributing their products themselves while bypassing the American syndicates.

Needless to say, the Kingpin and his fellow American crimelords were not amused.

"Either they're more confident, or they're more desperate," the Ox explained to the Kingpin, before describing which cartels were the ones most actively expanding. "Some of them think they're strong enough that they don't need us anymore, and some of the others are desperate enough that they'll try anything to keep control of their supply routes." The Ox was one of the Enforcers, the lieutenants who ran the day to day affairs of the Kingpin's operations and spoke for him to his underlings. He was in charge of enforcement and the violent operations, such as intimidation, extortion and robbery.

"The street's been full of rumors for the last two weeks," Montana, another of the Enforcers, interjected. "They say that the Lobo Brothers are getting ready to unload their first set of shipments in the Bronx, probably by this weekend." Montana oversaw the 'softer' criminal operations such as prostitution and drug running, and always kept his ears close to the ground for any news that affected his boss's operations.

"No doubt they think that there's room for them," the Kingpin mused. Earlier that summer, the New York crime syndicates had been consumed in a vicious mob war that had destroyed the operations of both the Maggia and the Green Goblin. Aside from the Kingpin, only Philippe Bazin and Crimewave had survived the war. The three remaining syndicates had subsequently carved up the assets and territories of the Goblin and the Maggia between them, although they now had to deal with a new supervillain criminal syndicate that called itself the Tomorrow Legion. "Have Crimewave and Bazin reacted yet?"

"Bazin's had too many problems with Moon Knight to really be able to do much so far," Montana replied, "and Crimewave's attention is focused on the Tomorrow Legion right now. As for the superheroes and the police, so far there hasn't been any indication that any of them know about the Lobos."

The Kingpin thought on that for a while, lighting a cigar and then puffing away at it while he weighed his options. Leading the police and/or one of New York's costumed heroes to attack the Lobos' operations might have been his preferred tactic, but that was difficult to arrange on short notice and the Lobos might be able to land their product before he could set things up so the attack couldn't be traced back to him. Waiting for one of the other crime syndicates to deal with the problem was out of the question-Crimewave and Bazin were occupied with other matters at the moment, while he trusted the new Tomorrow Legion even less than his other rivals. That left the direct approach…which, while not without its risks, also had its definite advantages.

"Most of our superhuman operatives are still in jail, aren't they?" the Kingpin asked.

"I'm afraid so, boss," Fancy Dan spoke up. Fancy Dan was in charge of internal affairs and administration of the Kingpin's syndicate, looking after the money, ordering supplies, and maintaining the operation's safehouses. "We're looking to get Typhoid Mary out soon, but right now 8-Ball is the only one of our costumed enforcers that we have available."

"Then make sure he doesn't take any prisoners," the Kingpin ordered. "I want all the Lobos' men dead, and their heroin destroyed. _Destroyed,_" he repeated for emphasis.

The Enforcers all looked at one another, and then burst out laughing in time with their boss.

8-Ball wasn't known for taking prisoners, anyway.

* * *

It didn't take Rick long to crash into sleep, worn out as he was by the demands of studying for his midterms and working as a copy boy at the _Daily Bugle. _Despite the destruction of two of New York's crime syndicates, the city's supervillains and non-powered criminals were as active as ever, as Rick himself knew all too well after Sleepwalker's last encounter with Lightmaster.

He manifested within his own mind, knowing that Sleepwalker would be staying in his mind as well to recharge from his exertions of the past several nights. He'd been so busy for the last several days that he'd forgotten to talk to Sleepwalker about the mysterious happenings that had plagued Empire State University last week, and that his alien friend had promised to investigate.

"So, what's the verdict, Sleepy?" Rick asked as he came over to join Sleepwalker and mentally conjured a comfortable chair to sit in. Sleepwalker remained sitting in a cross-legged position beneath the portal that connected Rick's mind to the Mindscape, drawing additional mental energy for himself beyond what Rick was consuming.

_"The manifestations and hallucinations proved themselves to be even more mysterious and unfathomable than I had originally conceived," _Sleepwalker replied. _"Their instigator, a mysterious man by the name of Mr. FX, proved to be an immensely powerful psychic whose overwrought emotions only served to enhance the dangerous powers that he wielded." _

Sleepwalker then proceeded to recount his battle with Mr. FX to a horrified Rick, projecting several images to further drive the point home. Rick paled considerably at what he saw, and his entire mind shivered at his terror.

"Holy shit…" he breathed. "What the hell did that poor bastard go through?"

_"The meaning of your discourse is somewhat meaningless to my current context," _Sleepwalker blinked in surprise.

"What happened to this guy to make him like this?" Rick wondered. "I mean, some of your enemies were pretty messed up before they ever ran into you, weren't they?" In the background of Rick's mind, images of the Bookworm, the Chain Gang and Psyko appeared, clearly reflecting the type of people Rick was thinking of.

_"It is entirely possible that the depredations of any of the manifold horrors of the Mindscape might have damaged his mind," _Sleepwalker ventured, _"although I could not discern any demonic possession or control within him." _

"That's not what I mean," Rick shook his head. "All these images…they look like something out of his childhood. And what's with that image of the big guy with the moustache, and those statues looking like teenagers? Or that other guy with the shotgun? These all look like flashbacks or memories, or something like that..."

_"Are you presuming that Mr. FX was reenacting or otherwise manifesting past childhood experiences?" _Sleepwalker asked in surprise. _"While it is certainly not unknown for traumatized minds to continually relive their horrors, I am not certain as to whether it correlates with his stated desire to subject yourself and the other Empire State students to his 'effects', as he described them. He described the entire experience as a means of 'making a show', as if he was directing some theatrical production that the students of Empire State participated in." _

Sleepwalker and Rick sat there for several moments, both of them trying to make sense of what Mr. FX had been trying to do. Rick shivered and his mind reacted again, filling with a sense of vague horror lurking in the background.

"Is that it, then?" Rick asked in surprise.

_"Perhaps not," _Sleepwalker shook his head. _"It is my desire to gather further information about Mr. FX, which may provide further insight into his goals and his ultimate desires, whatever they may be." _

"How are you going to do that?" Rick asked.

_"Regrettably, I am undecided as to how I may pursue such an end," _Sleepwalker sighed sadly. _"There is another matter which I would like to discuss with you, if I may. Am I not correct in stating that your final midterm exam shall on next Friday morning?" _

"Yeah," Rick nodded.

_"I would appreciate it if you were to return home and sleep after completing your exam," _Sleepwalker explained, _"as I have scheduled an appointment with Reed Richards for that afternoon. It has been over six months since I last delivered my Imaginator to Dr. Richards for him to analyze in the hopes that he might find a way to break our fusion and I might find a way to return home to the Mindscape. I arranged for that particular hour because I believed that you would be mentally fatigued after your academic exertions." _

"How well you know me," Rick smirked.

_"Indeed," _Sleepwalker smiled. _"In any event, once I have completed my business with Dr. Richards I shall return and awaken you myself so that you may continue with the celebratory activities you had planned with your friends. Is that schedule amenable to you?" _

"Sounds about right, Sleepy," Rick assured him. "Too bad you couldn't help me with my midterms…"

_"Should you ever require assistance with a dissertation on the capacity of a Thirdye to enhance a human's psychic potential, I will be a most invaluable resource," _Sleepwalker promised him. _"Otherwise, however, I lack any particular knowledge of human existence beyond what I have already learned from the contents of your own mind, and I suspect my aid would be about as useful as a copy of the Bible would be to the likes of Spectra, the Ringer or the Dreadknight," _he grinned.

Rick just stared at him blankly.

"Don't get me wrong, Sleepy," he finally began. "You're an awesome superhero, but you **really **suck as a comedian."

_"That is what Spider-Man has always told me," _Sleepwalker sighed in mock frustration. _"He has attempted to assist me in cultivating the same type of comic repartee that is his stock in trade, although his efforts have been a uniformly dismal failure." _

They both snickered in spite of themselves, glad to have the mood lightened, before Rick faded away into true sleep.

* * *

"What's wrong?" Erica Harley asked her boyfriend as he turned away from her. "You can't sleep?"

The tension on Jeff Hagrees's face was all too clear. Better known as the murderous costumed supervillain 8-Ball, Hagrees had been somewhat agitated for the last couple of days, ever since he'd gotten his latest marching orders from the Ox. Erica had noticed a haunted look in his eyes, although she couldn't tell exactly what was wrong with him.

"It's nothing, babe," Jeff replied unconvincingly. He moved to turn off the light, but Erica caught his arm.

"It's **something **if you can't get the motor running," Erica said pointedly. "Is the new mission bugging you?"

"Not really," Jeff said, rolling over in bed and turning back towards her. "I…just…"

"Is it about our appointment with Dr. Harrow tomorrow?" Erica asked him, more gently this time.

Jeff's eyes flickered and he looked away, the expression on his face telling Erica everything she needed to know.

"Don't worry about it," Erica tried to cheer him up. "Dr. Harrow said he found a matching donor! And we've got everything paid up, so-"

"I just hope to God it works," Jeff muttered despondently. "Otherwise…"

"This isn't your fault, Jeff," Erica said emphatically.

"I didn't do anything to stop him, though," Jeff replied. "I was all Dad had, and I let him down. He became a fucking alcoholic, and I ignored it. After Mom died, he pretty much unraveled. I wasn't exactly a good son _then, _either…"

"…What happened to your mom?" Erica asked gently.

"She ODed," Jeff spat bitterly. "On smack. That's why I'm so twitchy about this mission. I'm going to fucking kill every single one of those Lobo bastards…" he continued, his arms twitching as if he was preparing to line up a pool shot.

"Jesus Christ…" Erica muttered under her breath, coming over to hug Jeff from behind. "But think about it…I bet your mom would be really proud of you. So would your dad."

"…Why do you say that?" Jeff asked in surprise, turning around to face her.

"Because you're about to kill every single one of those Lobo guys," Erica reminded him, grinning as she saw his spirits rise. "Doesn't the Kingpin want their merchandise destroyed?"

"Yeah," Jeff replied, getting a dreamy look in his eyes. "Those were the Kingpin's direct orders…"

"And he's going to pay you a lot of money for doing this, isn't he?" she reminded him. "Money that's going to pay for your dad's transplant?"

"Of course he is," Jeff nodded. "The Kingpin always pays really well."

"So how can you think you're a bad son?" Erica pointed out with a smile. "You're a good son, and an even better screw!" she finished with a laugh, grabbing Jeff by the arms and pulling him down on top of her on their bed.

One of Erica's hands reached out and turned off the lights, before moving on to more constructive purposes.

* * *

"Rick, what the hell is this?" demanded Joy Mercado the next day, as she dropped a pile of papers on Rick's desk, an irritated scowl on her face.

"It's…what? What do you mean?" Rick asked, blinking in confusion.

"You were supposed to finish the write-up on the Jack O'Lantern interview two days ago!" Mercado snapped. "Why did you give me a bunch of stuff about the book _Frankenstein_? What does this have to do with anything?"

"_Frankenstein…_? Oh God, Joy, I'm so sorry!" Rick replied, a flustered look on his face. "I must have gotten it mixed up with my exam notes!"

"Exam notes?" Joy asked in surprise. "Oh, right-ESU's midterms are next week, aren't they?"

"Yeah," Rick said, rubbing his temples. "It's just that I've been cramming for midterms, and-"

"I know, it's alright," Joy reassured him. "Just be more careful next time. You've seen what Jameson is like when he's on the warpath. Just make sure he doesn't get mad at you."

Rick was about to reply, but then Joy's cell phone rang and she had to leave to take it.

Rubbing his eyes, he tried to concentrate on his work, but his thoughts kept drifting back to everything he'd been reviewing for his exams.

It hadn't been too much of a hassle at first-working at school and then at the _Bugle _left him tired, but it wasn't anything he couldn't handle. Then he started scrambling either to review his assignments for school or complete his proofreads and copy edits by deadline, but he'd always managed it under the wire.

Now, though, he was kicking himself for not at least trying to take some vacation time to study for exams.

Later in the day, when he went to use the bathroom, Rick happened to see himself in the mirror.

He wasn't sure what shocked him more, the haggard and burned-out look on his face or the fact that he hadn't noticed it before now.

What was wrong with him?

And how did he get like this?

* * *

8-Ball looked at the clock on the wall as he prepared his equipment. He still had a couple of hours before the Lobos' heroin drop would take place-it was set for half after midnight, and the time was only 9:45 right now. It would only take twenty minutes to get to the pier, and then from there it'd be a simple matter to kill every single one of those motherfuckers.

His anger welled up within him as he looked down the length of his new cue stick, the signature weapon that amplified the force of anything he struck it with a thousand times over. 8-Ball had grown up with the game, hustling victims from a young age when most of his peers were playing Little League or pee-wee football. He'd always loved seeing the frustration and anger his victims felt whenever they were beaten by some snot-nosed little punk young enough to be their son, and even more so the way he'd left most of them unconscious and bleeding on the bar room floors whenever they tried to forcibly take their money back from him.

As he looked through his bag of ball bombs, grenades painted to resemble billiard balls, and verified his selection. Some of the bombs released explosive fire and shrapnel, others released tear gas or mist, some exploded in acid or napalm, but they all had their purposes. 8-Ball remembered what his father had told him about being prepared-you never knew what could happen to you when you lived in a cesspool like New York, and you had to be ready for anything.

Finally, he looked up at the giant rounded hovercraft designed to look like an oversized 8 ball, his pride and joy, his baby. 8-Ball had always taken a great deal of pride in his engineering work-his mother had emphasized the importance of it. Unfortunately, her heroin overdose had prevented her from seeing what he'd made of himself as a supervillain, and even if 8-Ball's father was alive he was in no shape to find out either…unless Dr. Jonas Harrow's transplant proved successful.

A wide smile crossed 8-Ball's face underneath his helmet.

10 PM.

Soon, very soon, it would be time.

* * *

"Hurry up with that!" Rodrigo Salazar shouted in Spanish at his underlings as they moved the truck into position. "We've only got an hour here!"

"Idiots," he muttered under his breath, looking around warily into the shadows. Tonight was only a preliminary shipment as a means of testing the local markets. The Lobo Brothers were nothing if not careful, eager to exploit the openings left by the recent gang war but not desiring to provoke the Kingpin, Bazin or Crimewave any more than was necessary. That said, they knew full well that they might have already received some unwanted attention, so they'd taken precautions.

And, as Rodrigo had seen more times than he cared to remember, angry Lobos could-and would-bite back.

Rodrigo's train of thought was interrupted as a pile of crates stacked up at the far end of the loading dock to block the view of any passersby suddenly came crashing down in a wave of falling wood and metal. The sounds of fighting erupted from behind the wall of crates, and the drug smugglers could see several figures fighting in the shadows behind the crates. Grinning evilly, Rodrigo called to his men and ordered them back to the boat, drawing their guns to protect the shipment.

He couldn't tell if the new arrival was a superhero, or one of the established crime lords' pet supervillains.

Not that he really gave a damn, of course-he was just eager to see the Serpent Society in action, particularly given that this was what the Lobos had hired them for.

8-Ball had come expecting trouble, and he knew he'd found it when he saw the two figures emerge from the shadows and charge at him. While he'd flown his hovercraft low to the ground to avoid attracting attention, he knew from the supervillain grapevine that these guys were pros-chances are they'd anticipated where he was coming from and knew that the large wall of crates would have made an ideal place to launch an ambush from.

One was a blonde woman dressed in a black leather outfit decorated with silver snake patterns and matching boots, with a serpentine tiara on her head-Black Mamba. The other was dressed in green snake-patterned battle armor that seemed to expand with its owner as he rapidly grew in size, until he was almost twice 8-Ball's height and easily twice as wide-Puff Adder.

Puff Adder lunged forward, spraying a wave of poison at 8-Ball, while Black Mamba lurked behind him. 8-Ball pulled his hovercraft back hastily and tossed a ball bomb at the approaching Puff Adder, who wheezed and gagged on the cloying, choking smoke the bomb released. His heart pounding, 8-Ball kept going until he flew over a large metal dumpster. Coming down to ground level, he flicked the dumpster with his jet-propelled cue stick. The dumpster flew at the charging Puff Adder and caught him full in the chest, sending him flying back into the crates with a loud crash.

That didn't stop the overgrown snake-man from shaking away the pain and leaping to his feet, charging at 8-Ball again in a rage.

Throwing an explosive ball bomb at Puff Adder, 8-Ball had absolutely no intention of running.

* * *

Sleepwalker charged down towards the melee from the other side. Emerging from Rick's mind that night, he'd spent the first two hours on an uneventful patrol until he'd seen 8-Ball flying through the night. Knowing full well that his old enemy was up to no good, Sleepwalker had initially thought of confronting 8-Ball then and there, but then he realized that he might be able to learn more about what his old enemy was up to by following him first.

Now, as he saw 8-Ball fighting what was almost certainly a member of the Serpent Society, and the smugglers' boat floating on the dock, Sleepwalker realized what was going on. He charged in from the other side of the pier, intending to take down 8-Ball, the Serpent Society member and the drug smugglers…

…only to stop short right before the electrical whips would have snared him. Looking down in alarm, he saw two other serpentine figures. One was a woman with silvery blonde hair, dressed in a gold costume with a silver visor and long, crackling electrical whips fastened to the devices on her wrists. The other was a man in a maroon-brown serpent costume with a long rattlesnake-like tail on the end. The man looked up at Sleepwalker and grinned as he rattled his tail. The alien couldn't move fast enough to avoid the sonic vibrations the tail rattling aimed at him. Blasted full on, Sleepwalker crashed onto the roof of one of the nearby warehouses and bounced off, before he was grappled by the blonde woman's electrical whips and slammed into the ground.

Gritting his teeth against the pain, Sleepwalker tried to break free but was stunned by another sonic wave from the man's rattling tail.

The woman was named Coachwhip and the main was named Rattler, but whether or not Sleepwalker would live long enough to learn their names was another matter entirely.

* * *

8-Ball threw another ball bomb at Puff Adder, who blew it up with his acidic spit. Unfortunately, that was just what 8-Ball had anticipated, and the bomb exploded in a flash of light that blinded Puff Adder and set him up to be hit in the head by another crate flung by 8-Ball's cue stick.

Flying over the prone Puff Adder and landing in the main loading area of the pier, 8-Ball jumped off his hovercraft and landed in the middle of the pier. He didn't expect that he'd put Puff Adder down by a long shot, and he hadn't seen where Black Mamba had disappeared to, but if he could get a clear shot at the heroin on the boat in one go-

A familiar cry of pain snapped 8-Ball out of his reverie. Looking around in amazement, he saw the distinctly unwelcome image of Sleepwalker struggling to break free from Coachwhip's electrical coils, even as Rattler struck him again with another sonic blast.

Sleepwalker and 8-Ball caught each other's gazes for a moment.

They stared hatred at one another, but then they nodded.

Focusing his warp beams on the ground, Sleepwalker caused it to rise up in a series of columns that caught Coachwhip's coils, pulling them off the alien and weakening their grip enough for him to escape. As Coachwhip withdrew her coils, breaking them free of the columns Sleepwalker rose, the alien charged in to strike at her. He was forced to let up by another sonic wave from Rattler, who prepared another attack but was knocked off balance by a piece of debris shot at him by 8-Ball. Whirling around to face 8-Ball, Rattler focused his sonic waves on the ground beneath 8-Ball's feet, knocking him off balance. He then focused his vibrations on 8-Ball himself, sending him flying back to crash heavily on the ground.

8-Ball ached painfully all over from the blast, but he tried to shrug it off as he got to his feet. It turned out not to be that easy, as he was sprayed from behind by a deadly poison blast from Puff Adder. His Kevlar body armor protected him from most of the acid, but some of it penetrated deep enough to burn him and he screamed in agony. Puff Adder moved as if to spray again, but a beam of magenta-colored light shot out from the side and sent the ground beneath Puff Adder's feet rising in a wave. Losing his balance, the oversized snake man fell flat on his back as his venom spray was shot wide.

Sleepwalker had saved 8-Ball with his warp beams, but he'd left himself vulnerable to another lashing from Coachwhip. Scowling angrily, Sleepwalker focused his warp beams again, raising the concrete columns he'd already used to try and grapple Coachwhip's coils. This time, Coachwhip expertly maneuvered her coils around Sleepwalker's attempts to grapple them, but then she was caught completely off guard as Sleepwalker reshaped the columns into a concrete battering ram that slammed her in the gut. Coachwhip gasped painfully, her ribs cracked and the air blasted out of her lungs, as Sleepwalker charged in and snapped her coils off her wrist devices and then used his warp vision to bind her with them. She sank to the ground, completely out of the fight.

Turning back to 8-Ball, he saw that the billiard-based killer had dodged Puff Adder's next venom blast and Rattler's next sonic blast, although he was sorely pressed. Charging forward, he used his warp beams to raise a wall out of the pier and block Puff Adder's next venom spit, he caught the oversized snake man off guard with a vicious tackle, knocking him flat on his back.

* * *

8-Ball sprang into the air as Rattler tried to vibrate the ground under his feet yet again, springing into the air and throwing a pair of ball bombs at his serpentine foe in quick succession. One of them was blown apart by Rattler's sonic vibrations before it hit, but the other one struck him dead on and exploded in fire and shrapnel. Although Rattler's armor kept him alive, he staggered from the blow and was sent flying by the missiles of broken concrete 8-Ball sent flying at him with his cue stick. Crashing into a far warehouse wall, Rattler slumped down, bleeding and unconscious.

8-Ball turned back to Sleepwalker and Puff Adder, eager to see if he could take them both down before he turned to the drugs on the boat, but then suddenly everything around him went dark. He felt a powerful sense of peace and serenity, as he heard a voice calling his name from behind.

Turning around, he was shocked to see his girlfriend Erica approaching him from behind.

8-Ball's cue stick fell limp in his hands as she approached him, a plaintive look on her face.

* * *

Sleepwalker had knocked Puff Adder flat on his back, but the serpentine killer was faster than he looked. Sitting up quickly as Sleepwalker backed away, Puff Adder caught the alien warrior with an acid spray that caught him full on the torso. Staggering from the pain, Sleepwalker couldn't prevent Puff Adder from expanding his size even further and reaching out to grab him. Puff Adder yanked Sleepwalker forward, crushing him in a vice-like bear hug made all the more powerful by Puff Adder's enhanced strength.

Sleepwalker couldn't hope to break out of Puff Adder's grip by himself, but he managed to twist around so his back was facing Puff Adder. Focusing his warp vision on the ground beneath their feet, Sleepwalker repeated his tactic of raising the columns that could wrest away Puff Adder's arms. As Sleepwalker expected, Puff Adder easily resisted the columns' pull and eventually snapped them as he pulled away, but Sleepwalker had anticipated that. He shifted his warp beams to entangle Puff Adder's feet, tripping the oversized snake man up and causing him to relax his grip. Sleepwalker wriggled free of Puff Adder's crushing bear hug and sprang away as the big man struggled to free his legs. By the time Puff Adder had managed to free himself, Sleepwalker was charging in with a warhammer crafted from the concrete pier by his warp vision. Sleepwalker slammed Puff Adder viciously in the shoulders and then the head with his weapon, stunning the giant and causing him to fall flat on his back. As Puff Adder fell unconscious, his body quickly deflated back to his normal size.

Taking a moment to catch his breath, Sleepwalker turned around to look for 8-Ball.

The patch of darkness that absorbed even the dark night itself, and that emanated powerful psychic energies like a beacon, made Sleepwalker realize it might already be too late.

* * *

Confusion whirled through 8-Ball's mind as he saw Erica coming towards him. He couldn't understand why she was here, or what she was hoping to accomplish.

"What the hell are you doing here, babe?" 8-Ball asked in confusion. "Damn it, this is dangerous! You should know that!"

"Come on, Jeff…they're waiting…" Erica said softly.

"Who's waiting?" Jeff asked in confusion. "What are they-"

"Dr. Harrow called while you were out," Erica said sadly, a weight clearly on her shoulders. "Your dad died about an hour after you left."

"No…NO!" 8-Ball screamed as he sank to his knees. "He can't…he wouldn't…I'll fucking kill Harrow for this!"

"I know how much they loved you," Erica purred as the shadows around them seemed to begin writhing with a mind of their own. "Do you want to see them?"

"See them…" 8-Ball murmured. In his reverie, he'd never thought to question the shadows or why the darkness had appeared.

"They'll be happy to see you," Erica continued, as the shadows came closer. "Just relax, and you'll be with them soon…"

8-Ball was reaching out to caress Erica, embracing her tightly before the shadows embraced him, but then he heard a voice in the back of his head.

_Mom and Dad wouldn't want me to give up…They both kept going right up to the end…I've got to kill Harrow for screwing up…I've still got Erica…I can still get revenge on Sleepwalker…_

"You…**get out of my head!**" 8-Ball shouted at the top of his lungs, as he took up his cue stick and flicked it straight at what he thought was Erica. She screamed as the cue stick slammed into her, the darkness vanishing as she went flying. The woman 8-Ball had assumed was Erica turned out to be the black clad, blonde-haired Black Mamba. She gathered the darkness she controlled around her to cushion her as she slammed into the wall of a nearby warehouse, and then used the tendrils to attack 8-Ball directly. Unfortunately, 8-Ball was quicker, flinging a ball bomb that exploded in liquid napalm as it exploded near Black Mamba. In the blink of an eye, Black Mamba was on fire, screaming in agony as she tried to put out the flames.

Just as 8-Ball predicted, Sleepwalker was flying past him to try and rescue the burning Black Mamba, freeing him up for what he'd ultimately been sent here to do. The Lobos' drug runners had spent all their time watching the battle, expecting the Serpent Society mercenaries to take care of Sleepwalker and 8-Ball for them, and they might have…if they both hadn't shown up and divided the serpents' attention, 8-Ball realized.

Summoning his hovercraft with a command of his helmet transmitter, 8-Ball leapt onto it in pursuit of the Lobos' drug boat, which had quickly cast off and was now skimming over the water in an attempt to flee. 8-Ball's hovercraft was faster, and shielded its rider from the drug runners' gunshots as they tried to drive him away. Looking around determinedly, 8-Ball saw what he was looking for-another good-sized boat laying at anchor.

Flying ahead of the drug runners' boat, 8-Ball came down to water level behind the second boat at anchor and took careful aim with his cue stick. Flicking the boat at precisely the right moment, 8-Ball shattered the second boat and sent the largest piece flying at the drug runners' boat. They shouted and cursed and tried to outmaneuver it, but it was too late-the shattered piece of the boat 8-Ball had flicked at them ripped through the main part of their deck and wedged nearly in its center.

Damaged beyond repair, the drug runners' boat began to take on water and sink as its crew tried to flee, but 8-Ball wasn't done yet. Flying above the sinking wreckage, he threw a pair of napalm-filled ball bombs down on it, causing it to explode in liquid fire. Many of the crew men were caught in the flames and couldn't escape, screaming in pain as they perished.

8-Ball felt a thrill of pride as he watched the burning men sink to their deaths in the river. Their screams were music to his ears, and he knew that the Kingpin would be very pleased with the success of his mission.

Sleepwalker was still back at the dock and was now taking to the air, but 8-Ball merely pushed his hovercraft to its maximum speed and flew off into the night, knowing that the alien would never catch him.

Sleepwalker could wait until another day, 8-Ball knew.

Right now, the satisfaction of his realizing he'd failed was all the satisfaction 8-Ball needed.

* * *

It had been too late for Black Mamba-she'd burned to death before Sleepwalker could save her, and by the time he reached the flaming wreckage of the drug boat he knew it was all over for them too. Fishing a few of the surviving drug runners out of the water, Sleepwalker hauled them back to where the unconscious and dead members of the Serpent Society lay.

As he used his warp beams to bind all the criminals up for the police, Sleepwalker felt a keen sense of frustration.

First Equinox had gotten away from him, and now 8-Ball had too. He'd caught Lightmaster after Rick and Alyssa had been taken hostage, but Lightmaster hadn't intended to flee.

Sleepwalker knew full well that, whatever he did next, 8-Ball would only be causing more chaos and death.

There was no way he could have caught 8-Ball tonight, but Sleepwalker didn't intend to just let him go.

It wasn't over by a long shot.

(_**Next Issue:**_ The increased demands of senior-level classes and longer working hours take a terrible toll on Rick, who struggles to keep everything balanced. Sleepwalker can't provide much help, as he visits Reed Richards to see if he's found any way to break the bond Rick and Sleepwalker share and that keeps Sleepwalker trapped in Rick's head. Rick and Sleepwalker both find that they suddenly have even more important problems to deal with, when they're confronted by the deadly daylight murders of the mysterious Shiver Man! All this and more in _Sleepwalker #57: Vanishing Act!_)


	63. Vanishing Act

Walking into the exam room that Monday morning, Rick Sheridan hadn't felt a headache this bad since Sleepwalker had become trapped in his mind over a year ago. He'd spent an absolutely miserable weekend trying to cram for his midterm exams, and now that they were here Rick wasn't sure that he could survive them. This morning was his English exam, and Professor Huddleston wasn't known either for the easiness of his tests or his leniency as a marker.

Breathing heavily, Rick sat down and concentrated intently, although his eyes flickered with the realization of lost sleep and lost study time. The longer hours he'd been working at the _Daily Bugle _had been necessary, but they hadn't made things any easier for him when it came to keeping up with his schoolwork. He knew that his friends had been feeling the pressure, too-Alyssa Conover was practically leaning on him when he walked her home from teaching her dance classes, while Red Ericsson, Julia Winhill and Kenny Anderson had all been crashing overnight in each others' rooms at different times, simply too weary to make it home after their studies.

Rick wasn't speaking to his friends, he was just barely managing to keep up with his studies, and there were times when he really, really wanted a good stiff drink.

_And here I thought things changed from a year ago,_ he thought sardonically as he worked his way through his exam.

* * *

SLEEPWALKER #57

"VANISHING ACT"

* * *

Later that day, as he walked across the campus to get some lunch, Rick heard someone calling his name. Looking over in surprise, Rick found Red coming towards him, emerging from the Erskine Building from his Chemistry exam.

"How'd you do?" Red asked Rick after they'd greeted one another.

"I survived," Rick muttered, his head still spinning. "How about you?"

"Likewise," Red sighed. "I swear to God it'll be a miracle if I get anything better than a C-plus."

"Why didn't you just take Rocks For Jocks? Wouldn't it have been easier for you?" Rick wondered.

"Yeah, but I'm not interested in all that hippie earth and wind stuff," Red rolled his eyes. "Julia asked me the same thing."

"And you told her the same thing, right?" Rick grinned in spite of himself.

"Hell yeah," Red smirked. "Not that she rose to the bait…this time, at least."

"Well, why do you keep bugging her about politics?" Rick wondered. "I mean, doesn't she want to get away from that stuff?"

"Well…" Red hesitated. "I'm just trying to cheer her up, is all. Maybe it's not the best way to do it, but I just hate to see her give it up when she's so passionate about it. Besides, she's not really burned out on politics-it's just that shit she had to go through with Lightmaster because of her activism. Wasn't there some sort of demon thing that Sleepwalker had to deal with, too?"

"Yeah, something about some evil genie-monster," Rick nodded. "Just goes to show you that having an alien living in your head can come in handy sometimes."

They both laughed at this.

"What about you, though?" Red said after a moment. "You look pretty wiped," he continued.

"That's because I feel wiped," Rick said ruefully.

"What's wrong?" Red asked. "Still having problems with Sleepwalker?"

"No, everything's cool with him," Rick reassured him. "It's just that, well…you know the tuition hike they slapped us with?"

"Don't remind me!" Red snorted irritably. "Maybe if the profs spent less time on fucking research, and focused more on just _teaching _us, the university wouldn't have to bleed us every fucking year!"

"Yeah, well that's only half the problem for me," Rick sighed. "The girls and I got nailed with a big rent hike at our apartment. You remember how the City Council decided to loosen rent controls?"

"Yeah, a lot of landlords said their insurance rates were going through the roof, and they couldn't afford them with the controls they've got now," Red nodded. "So, let me guess-now you've got to work longer hours at the _Daily Bugle _to pay the bills, right?"

"More or less," Rick rubbed his eyes in annoyance. "I'm sorry, man-I hate to dump on you like this, it's just that…"

"It's not a problem, believe me," Red shook his head. "Trust me, man-you know I've always got your back."

"Tell me something I don't know," Rick smiled back.

* * *

"You wanted to see me, Professor?" Kenny asked as he stepped into the office of one of his art teachers.

"Yes, I did," Professor Kirby nodded. "I had a look at those sketches you showed me," he explained, referring to the drawings Kenny had done of Julia, Alyssa and a number of other women at Empire State University. Conceived as a new type of erotica, Kenny had drawn his models in various poses that showed them hugging a dog in front of a fire, sitting on a hill staring thoughtfully off into a starlit night, or posing as angels comforting beleaguered knights. Kenny's idea had been to incorporate the beauty of his models into their surroundings, putting them in context with the rest of the picture rather than emphasizing overt sexuality or pornography.

"What did you think?" Kenny asked hopefully. Professor Kirby was not only one of the best teachers Kenny had ever had, but also one of the most talented artists he'd known, and Kenny valued his opinion highly.

"Well, the idea is certainly original," Professor Kirby began. "And they're extremely well-done in terms of technical skill. You give the entire scene a powerful ambience that reflects whatever your subjects are thinking. Those thoughts are reflected in your audience's minds."

"Thanks, Professor," Kenny smiled in appreciation. "I'm so glad to hear that."

"Actually, that's not the only reason I wanted to talk to you," Professor Kirby told him. "I noticed that you've got about a dozen renderings here. Did you ever think of putting them into a calendar? You could probably make a lot of money with this!"

That made Kenny pause.

"I didn't pay any of my models for posing for me," Kenny said after a moment. "I wouldn't feel right making money off them that way."

"It doesn't have to be for profit," Professor Kirby persisted. "The profits could go to charity, for instance."

"Charity?" Kenny blinked in surprise. "Like what kind of charity?"

"Any kind you like," Professor Kirby replied. "Cancer research, homeless shelters, the Humane Society, supervillain crime victims…"

"Supervillain crime victims?" Kenny asked in surprise.

"It's a new type of charity that's apparently emerged in the last few years," Professor Kirby explained. "So many people have lost either their loved ones or their livelihoods to supervillain crimes and plots that a few rich people like Tony Stark, Kyle Richmond and Marc Spector actually set up some charities to help these people deal with their losses. They all donate quite a bit of money every year."

"…Huh," Kenny said after a moment. Thinking it over, he realized it made perfect sense to him.

_God only knows Rick could have benefited from something like that after what that Psyko freak did to his parents, _Kenny frowned.

"Is something wrong?" Professor Kirby asked.

"I was just thinking about doing that," Kenny answered him, "but I'd still feel better talking to my models about it. I don't think many of them would mind, but it's best to be sure, right?"

* * *

"So they failed?" Carlos Lobo demanded in Spanish to one of his underlings. "And the whole shipment was destroyed?"

"Every bit of it," the underboss replied. "We're still making progress in setting things up in Miami and Los Angeles, though."

"Good," Carlos nodded to the underboss, before motioning him to leave. "Keep us posted."

"So, what do you think?" Carlos asked his brother Eduardo, who sat across from him in another comfortable chair, after the underboss had left.

Eduardo joined his hands and stared thoughtfully at the nearby mountains through the window of the brothers' palatial Guadalajara estate, thinking about what he'd heard. The Lobo brothers had come a long way from the poverty they'd known growing up on the streets of the great city, to eventually building the drug cartel that had brought them the wealth and power they'd sought ever since they saw how the wealthy elites of Mexico lived. They'd survived the upheavals that had plagued the Latin American drug trade in the 1980s after Senor Muerte had murdered Pablo Escobar, and they had every intention of surviving the vicious turf wars currently raging through the trade.

"New York is still one of the most lucrative markets," Eduardo pointed out. "It's a prime shipping point to the rest of New England, Canada and Europe all at once. We should keep trying there."

"Can we really risk a war with the Kingpin, Bazin or Crimewave?" Carlos asked him pointedly. "The last thing we need is to get the Yankees involved in the war!"

"We've already got Muerte nipping at our heels," Eduardo pointed out, referring to the near-legendary "Mister Death", as his name was commonly translated into English, and quite probably the most powerful drug lord Latin America had ever known since the death of Pablo Escobar, who Muerte was widely known to have killed. "You know as well as I do that Muerte's just looking for an edge to break us out of the European market!"

"The Kingpin destroyed our first shipment right off the bat," Carlos shot back. "And we didn't exactly get our money's worth from the Serpent Society!"

"At least we got our fees back," Eduardo smirked. "But you're right-we have to be careful before we provoke any of the New Yorkers. They had a war this past summer, didn't they?"

"...Which means that they'll either be more vigilant and on their guard, or that they'll be less willing to risk open conflict. I noticed that the Kingpin was the only one to react to us," Carlos noted.

"Perhaps the guides can give us some additional insight," Eduardo smiled evilly. "They've never steered us wrong before, have they?"

Carlos knew what he meant.

* * *

For millennia, humans had been using hallucinogens. Many spiritualists, shamans and magic-users consumed them as part of their rituals, claiming to be able to access otherworldly planes, see within their own minds, commune with spirits, and undergo all kinds of other fantastic experiences. Peyote was perhaps the most well-known hallucinogenic plant, although many others were used.

Western science had long dismissed these claims as pure delusion, the result of the drugs affecting their users' brains. In truth, however, these claims were entirely true-peyote and many other hallucinogenic substances had unique magical properties that allowed their users to connect with other planes of existence, including the Mindscape. Although they could not have known it, quite often the spirits that humans spoke with through the use of hallucinogens were in fact denizens of the Mindscape or some other alternate dimension. In effect, the hallucinogen either established a connection between the person's mind and the alternate dimension or, in the case of the Mindscape, altered the connection between the person's mind and the Mindscape. Once this was done, the person's consciousness could observe and interact with that otherworldly dimension and its inhabitants.

Many users did this to seek healing, or spiritual truth. Unfortunately, magic was at its core a fundamentally neutral thing, as good or evil as the person who used it. Other people who used hallucinogens did so to seal demonic pacts, directly contacting the nightmarish things that gave them their powers.

Eduardo and Carlos Lobo knew this perfectly well. Indeed, much of their success as drug lords could be attributed to their dealings with the spirit world. They'd received everything from advice to outright support from their demonic patrons, and when their patrons demanded a bloodletting in return for their help the brothers had always been quite willing to supply their competitors and nosy law enforcement officials as payment.

Tonight was the same as it always was. The brothers found themselves in a place that seemed to be everywhere and nowhere, an in-between that could only be seen in the corner of their vision, a half-forgotten memory lurking at the back of their minds, furtive lurking sounds that caught the brothers' attention but disappeared before they could focus on them.

In that place, a waking dream that seemed to follow the brothers and leave them behind, they found what they were looking for. Reaching out through the gloom, forwards one minute and then backwards the next, they made contact with the one they sought.

_Who are you? _the one demanded, a harsh whisper in the dark. _Why have you contacted me? _

_We are friends, _Eduardo purred. They were beyond language as they spoke-the brothers heard the one's words in Spanish, while the one heard the brothers' words in his own tongue.

_We wish to help you, _Carlos chimed in. _Our resources and powers can complement your own, for the greater gain and the greater vision. _

_And what are you prepared to offer? _the one asked, suspicion turning to intrigue.

_What do you desire? _Eduardo asked suavely.

_Freedom! _the one replied. _Freedom to once again have free reign over my home, and revenge on my enemies! _

_And how would you seek it? _Carlos asked.

_You have been to these lands before, _the one realized. _You distribute narcotics, do you not…? _

_Indeed we do, _Eduardo smiled.

_Then perhaps we can indeed help one another…_the one realized.

* * *

Rick's headaches persisted over the rest of the week, as he tried to somehow keep up with his work at the _Daily Bugle _and get enough studying done. Trudging across campus on his way to his Biology exam, Rick could feel an indistinct buzzing in his ears, which only made his headaches worse. Looking around, he pulled his jacket more tightly around himself, wondering why it was so damnably hot outside. Normally, late October at Empire State was much cooler, but now Rick actually found himself sweating. Curiously, the air almost seemed to shimmer with the heat, and from what Rick could see the other students all around him were reacting to it as well.

Suddenly, the buzzing in the air began rising in pitch, as the shimmering grew more intense and the area grew hotter. Students began murmuring and looking at one another in confusion as they saw the shimmering haze coalesce into a thick smoky mist, even as the buzzing and the heat focused on the mist and seemed to radiate from it. As Rick and the other students watched in horror, the mists formed into a tall human figure.

The new arrival wore what looked like a wide-brimmed hat and a long dark trenchcoat, along with a pair of black pants and boots on its feet. Instead of a shirt, the thing was covered in what looked distinctly like tattered bandages all over his chest, hands and face, coverings that disturbingly made him look like a burn victim. A pair of malevolent red eyes glowed out from behind the bandages, even as stray wisps of smoke and mist surrounded him.

The smoky man looked around at the stunned students, before his gaze focused on one of them, a muscular young student dressed in a varsity jacket and blue jeans. His eyes flashing wickedly, the main raised his hands, as more smoke coalesced into a pair of wicked-looking revolvers.

_It's a long time coming, but folks pay in the end, _Rick suddenly heard a rasping, croaking voice say inside his head. Judging by the looks on the other students' faces, they were hearing it too, but Rick and Sleepwalker were more focused on what the ghostly man was actually saying.

_The Shiver Man always collects his debts, _the voice continued as the ghostly man began firing his guns. To Rick's horror, he saw that the guns shot bright bursts of what looked distinctly like fire at the student the ghostly man had targeted, who screamed and ran in terror as the ghostly man followed.

Looking around frantically, Rick ran in the other direction, seeking a place where he could hide and pass out without being seen. Ducking into one of the nearest buildings, Rick was fortunate enough to find a stairwell he could hide under. Taking a few of the sleeping pills he always carried with him in case of emergencies, Rick closed his eyes and lay down on the ground as Sleepwalker began to put him to sleep.

There was still the danger that Rick would be woken up, but fortunately both his headaches and the heat he'd been subjected to by the strange ghostly thing had made him weary and he easily collapsed.

The young man targeted by the misty, ghostlike man managed to dodge the first few flaming bullets, and then ran off screaming. To the other students' horror, the ghostly man half-shifted back into mist and began floating after the young man, flowing after him like smoke on the wind. Unnervingly, the ghostly man flew right through the park bench and the trees that stood between them, and the few students who tried to stop him found that they passed right through him when they tried to grab or tackle him.

Tripping over a loose stick, the young man targeted by the ghostly thing twisted his ankle and fell helplessly on the ground. He didn't even shout in pain, as the smoky creature took on a fully human form again and advanced remorselessly on him, the fire-spitting guns in his hands once more.

If the ghostly bandaged creature looked bizarre, the gaunt green alien thing that flew in to oppose it was no less unusual. Landing between the ghostly man and his prey, Sleepwalker focused his warp beams on the ground, sending a wave of dirt and rock flying at the creature. Knocked off balance, the creature fell back and landed on the ground, before forcing itself to its feet as it glared hatefully at the new arrival.

_"Your rampages shall cease here and now, monster!" _Sleepwalker shouted boldly at the creature.

_You some kind of demon? _the creature seemed to ask Sleepwalker back, as the alien heard the same raspy, burning voice in his mind. _Who are you? Why are you meddling in my business? _

_"I am Sleepwalker," _the alien pointed out, _"and the attempted murder of any innocent creature is my business!" _he shouted, blasting the ghostly creature head on with his warp vision. Recoiling from the warp energy, the creature seemed to shimmer in and out of sight for a moment, before regaining its solid form.

_And you can call me the Shiver Man, _the ghostly creature communicated back to him. _I don't take kindly to people who interfere with my work! _he continued, his voice seeming to rise in anger as he shot his flaming bullets at Sleepwalker. The alien tried to dodge them, but one of them caught him in the arm. Screaming in pain, Sleepwalker felt a burning sensation throughout his whole body, a sensation that only intensified as the thing calling itself the Shiver Man shot him again.

Forcing himself to his feet, Sleepwalker used his warp beams to focus the earth into a rock-hard battering ram, catching the Shiver Man and knocking him off his feet as he shifted back into a fog cloud and flew back before retaking his human form. The Shiver Man shot another round of flaming bullets, which Sleepwalker deflected with his warp vision.

Thinking frantically as he moved to shield the young man who still lay prone on the ground, trying to crawl away, Sleepwalker tried to figure out what this Shiver Man thing was. He couldn't have been a demon or a creature from the Mindscape, or else Sleepwalker's warp beams would have banished him back to his native dimension. And the Shiver Man probably wasn't human, either-Sleepwalker's otherworldly senses could detect some bizarre psychic emanations coming off it that were entirely unlike those projected by humans with psychokinetic powers. If anything, the Shiver Man's emanations reminded him of the Scarecrow, the formerly human creature that had tormented the nightmares of Rick and the rest of Sleepwalker's human friends during their stay at Kenny's parents' mountain cabin.

_"Why are you doing this?" _Sleepwalker demanded, charging in and tackling the Shiver Man. Once again, Sleepwalker caught the ghostly figure off guard, raining blows on him until he shifted back into his mist form. Unfortunately, that was when the Shiver Man partially rematerialized around Sleepwalker, confusing and choking the alien with his mists. The Shiver Man then grabbed Sleepwalker by the neck as his hands exploded into flame, scorching the alien with that same arcane fire that sent waves of agony tearing through his body.

_You lay down with the devil, you rise up with the devil, _the Shiver Man hissed, his malign red eyes staring hatefully into Sleepwalker's. _The sins of the fathers are inherited by the sons, and now it's time to pay the piper. That boy and the others like him owe me a blood-debt, one that I aim to collect! _

In response, Sleepwalker blasted the Shiver Man right in the eyes with his warp vision, forcing the ghostly thing off him as he staggered to his feet.

_"The eloquence of your words belie the straightforwardness of your actions," _Sleepwalker pointed out as he blasted the Shiver Man again, realizing that even if his warp beams couldn't banish the ghostly thing, they could at least slow him down. _"The latter bear witness solely to a sadistic murderer who seeks justification for his wanton slaughter of innocent victims!" _With those words, he tackled the Shiver Man again, wrestling with him and continually focusing his warp vision on the creature to keep him from shifting to his mist form.

Sleepwalker couldn't be sure if his physical blows were actually hurting the Shiver Man, but he wasn't otherwise sure how to subdue the ghostly thing. He couldn't focus his warp beams on it forever, and if he tried to capture it by warping restraints around the Shiver Man he could just shift back into mist…

It proved to be a moot point anyway, as the Shiver Man managed to recover enough to shoot Sleepwalker at point blank range with his flaming bullets, sending another wave of agony through Sleepwalker's body and forcing him to let go. Shifting back to his misty form, the Shiver Man recoiled around Sleepwalker again, his hands glowing with his arcane fires as he prepared to strike.

Taking to the air, Sleepwalker ducked and dodged, seemingly trying to escape the Shiver Man's deadly grip. The ghostly killer began shooting at him with his fiery guns again, but once again Sleepwalker managed to avoid the blows. Looking around quickly, Sleepwalker soon found what he was looking for in one of the lampposts placed around the ESU campus to provide light for students walking at night. Focusing his warp vision on the lamppost, Sleepwalker twisted it around to wrap around the Shiver Man and try and entangle him. The alien charged in after him, seemingly ready to beat the Shiver Man into submission.

The Shiver Man reacted exactly as Sleepwalker would have expected, turning to mist to escape the binding and reaching out for Sleepwalker with his flaming hands. Quickly focusing his warp beams, Sleepwalker brought the twisted lamppost back around again and seemingly swung it at the Shiver Man. The lamppost struck him before he could turn back into mist, glowing a bright red from where his flaming hands touched it.

Now it was the Shiver Man's turn to feel a searing wave of agony, releasing a psychic scream that echoed through the minds of Sleepwalker and the humans that were daring to watch the fight. Swimming in and out of focus, the Shiver Man seemed to be losing his grip on his own body, fighting some inner pain. Sleepwalker struck him again with his warp beams, causing him to flicker in and out of sight for several seconds.

Having suffered burns from fire during his battles with the likes of Fever Pitch and Psyko, Sleepwalker had come to understand the difference between the type of fire used in the human world and the arcane fires used by the Shiver Man. A burn from an ordinary flame would only have hurt the area it had actually affected, and would not have sent agony equally throughout his body the way it did. As he suspected, the Shiver Man's fire was mystical in nature, and more than that he was vulnerable to his own flames. The lamppost, burned and heated by the Shiver Man's own mystical flames, was in fact one of the few things that could harm him.

_Curse you, monster!_ Sleepwalker heard the Shiver Man gasp. _You…this won't…it isn't over…you're on my list…_

Amazingly, the Shiver Man seemed to fade away to nothing. First he dissolved into mist, and then into the shimmering waves of heat and buzzing noise that Rick had first noticed, and then finally into nothingness.

Flying back to the building where Rick had fallen asleep in order to wake him up, Sleepwalker felt a thousand questions whirling through his head. He tried to figure out why the Shiver Man had gone after that terrified young man, why the Shiver Man was willing to openly attack in a public place in broad daylight, what the Shiver Man had been talking about when he mentioned his 'blood debts' and the 'sins of the fathers', and most particularly what the Shiver Man actually **was.**

Much to his frustration, Sleepwalker simply couldn't figure it out.

* * *

It took Rick a few minutes to shake off his drowsiness after Sleepwalker shook him awake, and he only truly got going again when he happened to glance at his watch and saw that his Biology exam was about to start. Frantically getting up off the floor and gathering up his schoolbag, he ran for the Erskine Building, hoping to God that he'd make it in time.

Unfortunately, he didn't. By the time he managed to get there, the exam had been going on for nearly ten minutes. ESU's policy was very specific on the fact that no one was allowed into the room after exams had started, and any student who arrived late was quite simply out of luck.

If Rick thought he had a headache before, now he had a full-on migraine.

He didn't regret releasing Sleepwalker in order to protect that other student from the Shiver Man, and he was genuinely glad that the guy was alright, but it didn't make things any less frustrating for him.

* * *

The next few days passed in the same punishing cycle for Rick, as he tried to somehow keep up with his work at the _Daily Bugle _and complete his remaining exams. As Sleepwalker had predicted, by his final exam on Friday he was totally exhausted, and fell asleep on the couch the moment he returned home, freeing Sleepwalker for his appointment with Reed Richards of the Fantastic Four. The alien had left his Imaginator, a replica of the device that Cobweb had originally corrupted to trap him in the mind of Rick Sheridan, with Dr. Richards for study in the hopes that he could somehow find a way to break Sleepwalker's and Rick's fusion, and Sleepwalker was hoping for good news.

When he arrived at Four Freedoms Plaza, Sleepwalker easily identified himself to the receptionist and went upstairs, but at first he was caught completely off guard by what he saw. Waiting for him in the lobby was a tall, muscled man with thick, tousled brown hair and sparkling blue eyes that seemed oddly familiar to Sleepwalker.

"Hiya, Sleepy!" the man grinned, shaking the confused alien's hand. "How ya been?"

_"For the moment, I am very well," _Sleepwalker said slowly. _"However, I must confess that I do not recognize your appearance. Might I inquire as to your sobriquet and the reasons you have for visiting the Four?" _

"This oughta clear a few things up," the man smiled winningly, before closing his eyes and concentrating. Amazingly, his skin turned from pale flesh into orange rock, even as he grew several feet and developed a powerfully muscled figure. Even more remarkably, his clothes grew and stretched with him, until Benjamin J. Grimm, alias the Thing, took on the form that Sleepwalker was more used to seeing him in.

"Gotcha!" Ben smirked. "Didn't recognize me in my human form, did you?"

_"I most assuredly did not," _Sleepwalker blinked in amazement. _"How were you able to effect your transformation? From what I have been given to comprehend, you were confined to your rocky form." _

"That was before Stretcho finally found a cure for me," Ben explained, as he reverted to his human form. "See, when I first got turned inta the Thing, I wanted to become human again like ya wouldn't believe. But then I started helpin' out as a member of the Fantastic Four, and I started seein' all the good I could do as a Thing. I mean, I wanted ta be human again, but I still wanted to help out, you know?"

"So anyhoo," Ben continued, as Sleepwalker nodded in understanding, "Stretcho started workin' on a way to let me change between bein' a human and bein' a Thing. He finally managed to do it a couple of weeks ago! After years of just bein' the Thing, I can finally be human whenever I want, but I can still shift back whenever it's clobberin' time! Stretcho also gave me a full set of clothes made outta unstable molecules so's I don't even have to change my duds!"

_"You may rest assured that I am very glad to hear it," _Sleepwalker assured him. _"Is Dr. Richards available at the moment? I had made an appointment to see him at this time, and I understood that I was to rendezvous with him in the main foyer of your living quarters." _

"Stretcho's the ultimate absent-minded professor," Ben explained, as he led Sleepwalker through a door at the far end of the hall. "You get 'im started on a scientific experiment and the only thing that'll get 'im outta there is either Suzie draggin' him out or Doctor Doom trying ta conquer South America."

No matter how many times Sleepwalker had been in Reed Richards' lab, the bizarre scientific wonders within it never ceased to amaze him. Strange multicolored chemical concoctions bubbling in test tubes, glowing computers displaying all sorts of bizarre readouts, and machines whose purpose Sleepwalker couldn't even begin to imagine were everywhere. Sleepwalker felt completely lost walking among them, although Ben had seen them so many times that he wasn't the least bit fazed by them anymore.

Finally, they saw the man himself inputting data into a computer, seeming to be completely absorbed in the information he was reading on the monitor. Dr. Reed Richards was widely known for his scientific accomplishments, ranging from the creation of unstable molecules to the successful curing of cancer to the power-dampening restraints used by police authorities the world over to prevent captured supervillains from using their powers to escape. Today, however, all that interested him was the work he was doing on the computer and the star-shaped medallion contained in a glass tube attached to the computer-Sleepwalker's Imaginator.

Reed hadn't heard Sleepwalker or Ben approach, and he only reacted when Ben came up and tapped him in the shoulder. Completely startled, Reed's neck, arms and legs all stretched in amazement as he jumped in surprise, and it took him several seconds to pull his body back to its normal length as he tried to recover from his shock. All the while, Ben laughed hysterically as Sleepwalker watched in an awkward silence.

"Doesn't that ever get old, Ben?" Reed demanded with a mock scowl.

"Never, Stretcho," Ben sniggered. "Hell, it gets funnier and funnier each time!"

"Yes, well I suppose I should prepare for my appointment with…oh!" he exclaimed, realizing that Sleepwalker was standing there expectantly. "I'm so sorry, Sleepwalker-sometimes I let myself get carried away in my work…"

_"It is quite alright," _Sleepwalker assured him. _"Would I be incorrect in presuming that you are continuing to study my Imaginator?" _

"That's right," Reed smiled. "Believe me, I'd have gotten more done by now, if I didn't have other projects I needed to look after and my responsibilities as a member of the Four…"

_"Once again, it is alright," _Sleepwalker nodded. _"Have you been able to discern the exact nature of the otherwise inextricable link I share with my human host, and how it might contrive to be shattered?" _

"Well, I've figured out exactly how it works," Reed said, "and the news isn't good, I'm afraid."

_"In what fashion are your discoveries negative?" _Sleepwalker asked, as a slightly sick feeling began to rise up in side him.

"As I've noted, the Imaginators used by your race emit a powerful psychic force that allows its user to transport either himself or others. I take it that's how you imprison the demons of the Mindscape and transport yourselves around the Mindscape if need be?"

Sleepwalker nodded.

"Well, after studying both the psychokinetic properties of the Imaginators and the personal energy readouts you supplied to me, I've discovered a strange psychic paradox in how your original Imaginator affected you. In essence, you've become trapped in your own energies."

_"I confess that I do not fully comprehend your reasoning," _Sleepwalker frowned, as Ben simply stared in silence, not having the foggiest idea what Reed was talking about.

"An Imaginator creates a psychic link between the person that it's used on and the destination that it sends them to," Reed explained for Ben's benefit. "When it's used to transport its wielder, that link quickly fades and then the Imaginator's wielder is free to go wherever he wants. When it's used on a third party, though, the psychic link becomes that much stronger and the third party has a far more difficult time breaking it. And again, from what I understand, Imaginators are also imbued with the psychic imprints of the Sleepwalkers who created them."

_"All of what you have discoursed is entirely truthful," _Sleepwalker nodded, _"but I still do not fully understand your meaning of a 'psychic paradox'."_

"Your Imaginator was used to trap you in your human host's mind, and in the process you became inextricably linked with his or her consciousness," Reed said, a deep frown coming over his face. "When you were trapped in your host's mind, you became linked to it, and couldn't return to the Mindscape. More than that, though, your own psychic imprint was on the Imaginator that trapped you, so now your own energies, the energies you first put into that original Imaginator, have trapped you rather than the energies of a third party. Other beings trapped by an Imaginator are only linked to their prisons through a secondary psychic bond, one that is very powerful but can eventually weaken or even break"

"Because your psychic imprint was on the Imaginator, and it created a bond between you and your human host's mind and consciousness, it's essentially altered your personal psychic energies so that you are, technically, no longer a resident of the Mindscape. You're a resident of your human host's mind, and you can come into the world when he or she sleeps because his or her portal to the Mindscape is open. The second portal that allows you to appear in the waking world is a side effect of your original fusion."

_"…I am no longer an inhabitant of the Mindscape?" _Sleepwalker asked in horror. _"Is there any means of breaking our fusion?" _

"Not without destroying either you or the mind of your human host, or more likely both," Reed said sadly. "You're so intertwined with your host's consciousness that it's all but impossible to separate you from it. Even if I were to open a gateway for you to go back to the Mindscape, you'd simply be pulled back into your host's mind when his gateway to the Mindscape closed after he or she woke up. If you were struck by another Sleepwalker's warp beams, you'd be sent back to your host's mind, or at least to Earth."

"I can't begin to tell you how sorry I am," Reed concluded.

Sleepwalker stood there mutely, staring from Reed to Ben and back again for several moments. The two humans tried to say something, but although they managed to open their mouths no words would come out.

Wordlessly, Sleepwalker turned and left the room, ignoring Reed's and Ben's calls as they tried to get him to come back.

_I can no longer call the Mindscape home, _Sleepwalker realized.

_How appropriately fitting, _he continued as he came back into the foyer and marched over to the nearest window. Opening a hole in it with his warp vision, he flew through it and into the open sky before sealing the hole up again and flying away.

_Within the innermost recesses of my heart, I was always aware that I was truly and fundamentally alone, _Sleepwalker mused.

_And now, I have borne witness to the confirmation. _

* * *

Sleepwalker was as good as his word, returning to Rick's apartment and waking him up. He didn't tell Rick about what Reed had said, though, and was glad indeed that for the next week Rick was so preoccupied with other things that he simply forgot all about asking Sleepwalker for news. Sleepwalker didn't want to burden Rick anymore than he already was, and didn't plan to say anything until Rick had a better handle on things.

Fortunately, the week after midterms was one where all of Empire State's students were able to unwind, particularly as Halloween was just around the corner. To help weary students celebrate the end of midterm week and get rid of their stress, the Students' Union was organizing a series of "Fright Night" costume parties for Halloween, where attendees were required to wear costumes.

"I'm surprised you didn't go as a ballerina," Rick quipped to Alyssa as they made their way towards Redstone Hall, where they were meeting their friends for one of the Fright Night festivities.

"Rick, I'm a ballerina at least twice a week the rest of the year," Alyssa pointed out. "I wanted a change of pace. Besides, this makes our costumes match better, don't you think?" she grinned.

Given that he'd come dressed as a knight, Rick had to admit that she was right. Besides which, he found himself distinctly admiring the way her princess costume emphasized her curves in all the right places.

"…What are you smiling about?" Alyssa asked, raising an eyebrow.

"Uh…well, I…" Rick fumbled. "I was just struck by how much our costumes remind me of some of the medieval romantic poetry that knights would dedicate to their fair ladies."

"Nice save," Alyssa replied dryly, knowing full well what Rick had actually been smiling about. "Still, it does show that you have good taste."

"What are…you…" Rick babbled, trying desperately to think of something to say as Alyssa just laughed. He opened his mouth to say something else, but then they were interrupted by the familiar call of Red's voice. Turning around, Rick and Alyssa saw Red and Julia coming towards them. Julia was dressed in the bright red and gold spandex outfit of the spectacular Spider-Woman, New York City's latest costumed superhero, while Red was dressed in what looked like some sort of 18th century outfit.

"What are you guys supposed to be?" Rick asked curiously.

"Didn't you pay attention in history class?" Red snorted. "I'm Thomas Jefferson. You know, the guy who wrote the Declaration of Independence?"

"Pardon me for only remembering what Jefferson did, and not what he looked like. After all, that's what's **really **important about him, isn't it?" Rick shot back.

"Why'd you go as Spider-Woman?" Alyssa was asking Julia.

"Isn't it obvious?" Julia grinned. "Spider-Woman shows that we can be just as involved in the superhero game as any man! I mean, the superhuman world is such a sausage-fest. The only other female hero in New York besides her is the Invisible Woman, and the Invisible Woman isn't even in New York half the time! And just look at Spider-Woman's rogues gallery-they're almost all men, too!"

"So you're saying that we need more female supervillains?" Alyssa blinked.

"Come on," Julia rolled her eyes. "Why should men have all the fun?"

They laughed at this.

"So are we just waiting for Kenny?" Rick asked as everyone settled down. "He said he'd be here, so where-"

"Oh for the love of God," Red groaned, pointing behind him. "This is stupid, even for him…"

Coming towards them was a young man dressed in an absurdly oversized orange parka, which covered even his mouth. Despite this, Rick could still recognize Kenny's bright eyes, and like the rest of his friends he fell to helpless giggling as he recognized Kenny's costume.

"Mmmm-mmmm-mmmm-mmmm!" Kenny greeted the rest of the group, who were by now paralyzed with laughter at his choice of costume.

"Is _South Park _even still on the air?" Julia wondered.

"Mmmm-mmm-mmm!" Kenny nodded.

"Don't tell me we have to put up with this all night…" Red put his face in his palm.

"I heard about what happened with that smoky ghost-thing that Sleepwalker fought last week," Red said to Rick later as the two of them went to refill their drinks. "How're you guys holding up?"

"Sleepwalker's doing alright," Rick answered. "He's still trying to figure out exactly what the hell that Shiver Man thing was supposed to be. But the guy he was trying to kill wasn't hurt, so everything turned our well."

"You sure about that?" Red asked with concern. "You still look pretty worn out."

"Well, when I had to release Sleepwalker I ended up being late for my Bio exam," Rick frowned. "That wasn't fun."

"More than that, though," Red persisted. "You were looking pretty bad before the Shiver Man ever showed up. What's wrong?"

"…I can't help but feel like I'm falling behind on everything," Rick finally said. "I mean, with that rent hike the Epsteins hit us with, I was lucky to scrape together the money for it. And I did **that **by working longer hours at the _Daily Bugle, _which made me stay up later to keep up with my studying, which meant I'm getting less sleep than I used to. I mean, I don't understand-I always used to have my job and my schoolwork balanced, but now-"

"That's because we're seniors," Red explained. "Senior-level classes are murder. You've just been needing more time to stay on top of them, is all. Same thing with working at the _Bugle-_you need more money to pay the bills. Kind of a Catch-22, but what can you do?"

"I know that," Rick sighed. "It doesn't make it any less frustrating, though."

"You're telling me," Red grumbled. "But that's the thing-everybody here tonight has a lot of the same problems. The whole reason the school's having these Fright Night parties is because we all need a breather. Besides, just think about all the shit you've had to put up with over the last year! Compared to that, this is nothing! Don't tell me you're seriously going to let this get you down when you've already dealt with all that!"

If anybody else had said it, Rick would have been sure that they were simply mocking or insulting him. Coming from Red, though, it meant a lot more.

"The hell it will," Rick grinned, as they headed back to their friends with a renewed sense of determination.

(_**Next Issue:**_ Over the past year, Sleepwalker has overcome many challenges, ranging from human supervillains to otherworldly demons. Every time, he has stood against them and beaten the odds. But can even Sleepwalker possibly hope to stand against the homicidal rage of the Incredible Hulk when the green-skinned goliath tears through New York, much less confront the nightmarish truth behind the Hulk's rampages? All this and more in the _Sleepwalker Halloween Special #3: The Enemy Within!_)


	64. The Enemy Within

Slowly, remorselessly, he stomped through the cold November night.

The rage boiled inside him, a rage that had come to define his life for the past six years.

He could feel it simmering within him, driving him, filling his mind with the thoughts of what he could do once he reached his destination.

In the past, he'd channeled his anger and his hate into striking back against the people who'd crossed him, who'd earned his enmity.

At the back of his mind, though, there had always been the reminder of what he was truly capable of, and the power contained within his immense frame. Potentially, nothing could stand against him, if he willed it-while he'd lost battles against his enemies before, and even against those who called themselves heroes, nothing and no one was ultimately capable of stopping him.

The thought brought a terrifying smile to his face.

_Give__in__to__it__all._

_Let the anger consume you. _

_Release your hate. _

_Show the world the true meaning of fear. _

_Smash the puny humans into nothing. _

That was what he heard as he marched towards New York City. That was where he was going to start his rampage, since it was where he'd be able to cause the most destruction.

He liked the sound of it.

* * *

SLEEPWALKER HALLOWEEN SPECIAL #3

"THE ENEMY WITHIN"

* * *

Rick Sheridan made an effort to put on a brave face during his daily routine, although the strain was telling. Despite his best efforts, he was having problems with his grades again as he struggled to keep up with his studies while also working longer hours at the _Daily__Bugle_to pay the bills. Ever since his landlord had hit him with a major rent hike and Empire State University had imposed another tuition hike, Rick found himself perpetually strapped for cash when he'd previously been able to keep his schoolwork and his employment balanced pretty well. Red Ericsson and the rest of his friends had provided invaluable support to him as he kept working at it-they always did-but it was hard to keep on top of things.

The Sleepwalker that was bonded to Rick's consciousness and trapped in his mind was having problems of his own. Ever since the fateful day more than a year ago that had inextricably trapped him in Rick's mind, Sleepwalker had been trying to find a way to break the bond and return his home dimension, the Mindscape. Unfortunately, he'd ultimately learned from Reed Richards, one of the world's most brilliant scientists, that there was simply no way he could hope to undo the bond without either destroying himself, Rick or both of them.

That had been bad enough by itself, but in the last few weeks Sleepwalker hadn't had any luck tracking down 8-Ball, the new Equinox or the Shiver Man, or in finding out more information on what had happened to the sorely traumatized Mr. FX. Mr. FX had been taken into custody after Sleepwalker had subdued him, but from what Mr. Fantastic had told Sleepwalker none of the psychiatrists who'd tried to treat him had been able to get through to him. 8-Ball and Equinox had both proven themselves to be just as deadly as any of the other costumed villains Sleepwalker had fought, while the Shiver Man was all too likely to continue his mysterious killing spree, although Sleepwalker simply couldn't fathom exactly why he was targeting the people he did.

He was jolted from his reverie by the screams and crashes he heard in the distance as he flew into Brooklyn. Gazing as far as he could with his extended vision, Sleepwalker could see what looked like a maelstrom of fires, destroyed buildings, cries and gunshots on the horizon. If he didn't know better, Sleepwalker could have sworn the part of Brooklyn he was looking at had turned into a war zone. As he flew towards the chaos to investigate, Sleepwalker saw that the mayhem was even worse than he'd initially imagined-the destruction being unleashed on the unlucky residents of Brooklyn rivaled anything that Psyko had been able to cause with the mass riots and insanity he'd unleashed on the city.

Sleepwalker suddenly felt a profound sense of dread as he closed in on the violence, somehow realizing that he was going to be in for the fight of his life.

* * *

Flying down into the heart of the nightmare, Sleepwalker saw that it was even worse than he'd previously imagined. Buildings had been pounded into rubble, cars and streetlights were ripped in two, live electrical wires were sparking everywhere and broken waterlines were spewing water into the air. All that would have been disconcerting enough, but the corpses Sleepwalker found were all the worse. The alien saw people splattered-not dead, but _**splattered**_-within and around the wreckage, as if they'd been struck by something hard enough to literally break them apart. Blood and entrails were everywhere, and bones were shattered into splinters-or, even worse, into dust-by whatever had hit them.

The primal, enraged screams reminded Sleepwalker of something out of a madman's nightmare. They were no doubt emitted by the cause of this destruction, whatever it was, and despite all the horrors Sleepwalker had seen and fought over the centuries the screams sent chills down his spine.

"MONSTER!" came one cry.

"KILL! KILL YOU ALL!" came the next.

"RAGE! RAGE!" the screams continued.

"BREAK IT! BREAK EVERYTHING!" the shouts echoed in Sleepwalker's ears, until he finally saw what was tearing the south side of Brooklyn apart.

The monster was almost ten feet tall, his skin, eyes and hair all a bright emerald green. He resembled a distorted, twisted man, his face suffused with an expression of nightmarish anger and hate, with bright glowing eyes that bored into the souls of anyone foolish enough to meet his gaze. His frame was powerfully muscled, with limbs thicker than the width of a human body, although Sleepwalker could tell that even the size of his muscles did not do justice to the titanic levels of strength the creature was capable of. He was surrounded by death and destruction, a litany of suffering and horror that he had caused.

He was the Incredible Hulk.

_"__What__…__what __have __you __done, __monster?__" _Sleepwalker demanded the creature, aghast at what he saw all around him. Although the Hulk's rampage had not gotten very far into Brooklyn yet, Sleepwalker was already sickened at how much damage he'd been able to do.

"THAT'S WHAT I AM, ISN'T IT? A MONSTER!" the Hulk screamed, as he lunged at Sleepwalker with almost frightening speed. "THIS IS WHERE I PROVE IT! ALL THE ANGER, ALL THE HATE! THIS IS WHERE I BREAK YOU, BREAK THIS WHOLE CITY, WHERE I BREAK EVERYTHING!" the Hulk shouted in a maddened frenzy, throwing a series of vicious punches at Sleepwalker. The alien ducked and dodged frantically, focusing his warp beams onto the rubble all around them. Making the material as hard as he possibly could, Sleepwalker then fashioned it into a series of manacles and restraints, hoping against hope that he could stop or slow down the Hulk, now seemingly out of his mind with rage.

No such luck-the Hulk easily shattered the restraints simply by pulling himself free. Before Sleepwalker could react the Hulk lashed out and caught him dead on with a punch that sent him flying back to crash heavily into a building that was as yet unbroken.

Sleepwalker struggled to breathe as he staggered to his feet. Nothing, not one of the many opponents he'd previously fought over the centuries, had ever struck him so hard. Every movement was agony-he could tell that several of his bones were already cracked, if not broken-but he forced himself to get back up and keep going, as the Hulk charged at him again. The alien dodged several more lunging punches, as he looked around for something else to focus his warp vision on.

The long steel construction girder was perfect. Flying back so the girder was between him and the Hulk, Sleepwalker raised it up and reshaped it with his warp beams. He gave it a long, razor-sharp point and several long, wicked barbs, enough for the Hulk to impale himself on it as he leapt in for another blow. Shaping the girder into a spear worked even better than Sleepwalker could have hoped, as the sheer power of the Hulk's leap carried him further along the girder, to the point where it impaled him through and through. The sharp end of the girder, now covered with oozing green blood, came out through the Hulk's back, even as the Hulk himself slid to almost the halfway point of the girder.

It barely slowed the Hulk down. With one chop of his hand, the Hulk broke off the front part of the girder, before reaching out and pulling the rest out through his body. To Sleepwalker's horror, the grisly wound was already rapidly healing, as the Hulk hefted the gore-covered spear in his hand. Grinning wickedly, he threw it at Sleepwalker, and the alien just barely managed to dodge it. Rising into the air, Sleepwalker tried to find another way to strike again, but then the Hulk looked up at him and his grin became even wider. The emerald titan clapped his hands together, creating a shockwave of pure force that caught Sleepwalker dead on and blew him down out of the sky to crash heavily on the ground.

His entire body exploding with the pain of the shockwave, Sleepwalker tried frantically to clear his head and find something-anything-that could possibly stop the Hulk. As he tried to escape, the Hulk brutally kicked him, sending him flying once again to land with another sickening crunch. The alien coughed up blood as he staggered to his feet, realizing that he was bleeding internally. More than a few of his bones were grinding with every movement, and it was all he could do to stand up.

The fight had taken them to an area with a number of open live wires still crackling with electricity. Looking around, Sleepwalker made one last, desperate gamble and unleashed his warp vision. First, he focused on a broken fire hydrant, further ripping up the water pipes until a full jet of water began shooting into the air. Directing the water to drench the Hulk, Sleepwalker then gathered up the live wires and drove them directly into the Hulk's skin, even as he began lashing the Hulk with power cables. Drenched with water, the Hulk shouted angrily as the electrical wires and cables were brutally driven into his body, and he absorbed more and more energy.

It was slowing the Hulk down, but it wasn't going to kill him.

As he tried to keep up the pressure, Sleepwalker began to sense that something was wrong. He'd been too blinded by the pain to notice it before now, but he started to feel as if there was something else driving the Hulk's actions, an outside force compelling him to act the way he was.

His head pounding with the effort, Sleepwalker shifted his warp beams off the power lines and the water and focused them directly on the Hulk himself. The Hulk's body began to twist and contort, as his screams became an almost deafening roar. Sleepwalker could feel it now-there was something else in the Hulk's mind, some sort of-

-it was fighting back, mustering an incredible psychic force of its own against the power of Sleepwalker's warp vision. Whatever it was, it was far stronger than when Sleepwalker had tried to expel the presence of Deathwatch and the Scarecrow from the minds of Rick and his friends. With all the damage he'd suffered at the Hulk's hands, Sleepwalker 's every thought and movement was pure agony, as the pain he felt in his head began to spread to his entire body and he began to shudder involuntarily.

It was just like when he fought Psyko-he was pushing himself well beyond his limits, and if he didn't stop…

…but he couldn't stop…

Spider-Man, Moon Knight and the Fantastic Four had come on the scene by this time, and they were able to witness the sight of Sleepwalker twisting the Hulk with his warp vision, in the midst of a ruin of suffering and misery. None of them could have expected what came next, as the bright magenta glow of Sleepwalker's warp vision came back to engulf the alien as well and then turned a bright orange red.

Sleepwalker vanished in a blinding flash of psychic energy, as the Hulk fell silent and sank to his knees. Stunned by the blast, the other heroes only managed to recover in time to see the Hulk look around in horror at the destruction he'd caused, scream a cry of remorse, and leap off into the night, his powerful leg muscles carrying him well out of sight.

* * *

Sleepwalker found himself materializing in a bizarre, twilit netherworld that seemed to radiate a bizarre green glow, suffusing everything within it with strange aqua and emerald hues. Although Sleepwalker had been beaten almost to within an inch of his life from the battering he'd suffered at the Hulk's hands, his wounds began to heal almost instantly, as the mental energy in the air seemed to almost pour into him in spite of himself. Looking around curiously, Sleepwalker felt an almost tangible aura of guilt, anger, loneliness, sadness, curiosity and happiness all at once, shifting from one emotion to the other. It seemed to be everywhere and nowhere, as all the different emotions flashed into and out of Sleepwalker's perception, seeming at first to be everywhere and then disappearing from memory.

The alien struggled to figure out what was going on, and then felt a thrill of horror as he realized that he had somehow been pulled into the Hulk's mind during his struggle with whatever it was that had been influencing the Hulk. While the thing, whatever it was, had been far too strong for Sleepwalker to dislodge, the sheer amount of effort that Sleepwalker had put into fighting it had made it impossible for the thing influencing the Hulk to resist his efforts entirely. When it tried to break off contact and withdraw back into the Hulk's mind, Sleepwalker had gotten pulled in with it.

Now, looking around, Sleepwalker tried to figure out what to do. He had no idea what he would encounter in the Hulk's mind, and he couldn't be sure what was influencing the Hulk to act in the way he had. There was definitely _some_outside presence in the Hulk's mind as well, which seemed suffused in the background, although Sleepwalker couldn't tell exactly what it was. Looking around, Sleepwalker discerned where the foreign presence was strongest and headed off in that direction.

What Sleepwalker encountered wasn't what he expected. A short, scrawny and bespectacled man was seated at a desk, writing intently in a notebook as he occasionally reviewed something on the computer in front of him. As Sleepwalker approached the man, he saw that the man was reading and writing a dizzying series of calculus equations, the likes of which Sleepwalker couldn't even begin to fathom. At the same time, Sleepwalker felt the sense of curiosity in the Hulk's mind suddenly become stronger, overriding all the other emotions.

_"…__Are __you __the __consciousness __of __the __Hulk?__" _Sleepwalker interrupted him, slightly incredulous that this puny man could somehow be the Hulk's inner consciousness.

"The expected modifications to the half-life would be-" the man was muttering to himself, before looking up in surprise as he noticed Sleepwalker. "I suppose the latest adversary will have to be catalogued and observed as well," he said to Sleepwalker.

_"__I__do__not__comprehend__your__meaning,__" _Sleepwalker blinked in surprise.

"It's a noticeably recurring trend among the enemies I fight," the puny, bespectacled man muttered to himself, sizing Sleepwalker up. "Mr. Hyde turned himself into a monster with strength equal to my own because he actively reveled in the opportunity to unleash the same kind of mayhem and destruction that I've been known to cause. Piecemeal was constructed as an amalgam of several different killers, the one unifying part of its personalities being their shared love of killing and murder. Lifeform turned himself into a perversion of Nature because he thought that man and its scientific creations could surpass Nature."

"The Ghoul voluntarily sold his soul to the underworld to get revenge on me, even though the Abomination was responsible for his family's murder. Paul Cartier deliberately committed murder and cannibalism to receive the power of the Wendigo. Serial killer Emil Blonsky himself eagerly accepted the opportunity to become a gamma-powered monstrosity to continue living up to his nickname of the Abomination. The Juggernaut used the mystical powers he's gained to continue bullying and terrorizing people weaker than him. The U-Foes turned themselves into radiation-powered beings in an attempt to bring me to justice, and ended up being just as vengeful and destructive as I ever was, if not moreso. And the Leader infused himself with gamma rays because he was jealous of my intelligence."

"And now you…" he noted, pushing his glasses up on his nose. "You…are an anomaly, not unlike the other heroes I've battled over the years. Thor, the Thing, and so forth. It's one of the ironies of who I am that I've accomplished many great deeds, and yet I've perpetuated so much sorrow and death as well."

_"__What __do __you __speak __of?__" _Sleepwalker demanded. _"__Why __are __you __telling __me __these __things?__" _

"It warrants further study," the man continued as he sat down back at his desk, ignoring Sleepwalker's question. "The vast majority of my 'rogues gallery', to use the colloquial term, is made up of people who've often deliberately chosen to be monsters, in contrast to myself, who became a monster through happenstance."

Sleepwalker only stared at the man in disbelief. He seemed to be pure, detached intellect, not responding to anything except what attracted his curiosity. Try as he might, Sleepwalker couldn't attract any more response from the man, and eventually gave up in frustration.

All he could think of to do was to leave the man to his musings and walk on.

* * *

Sleepwalker couldn't tell how much time had passed since he'd entered the Hulk's mind, although he could still feel the presence of the foreign entity, whatever it was. Curiously, the Hulk's mind seemed to shift, as curiosity faded into the background and it became replaced with anger and loneliness. Another series of shouts and cries began echoing in the distance, and as Sleepwalker charged towards them he saw another bizarre sight.

Standing before him was a being that resembled the Hulk. It was large, green and powerfully muscled, and looked strangely like the small, puny man that Sleepwalker had previously met, for all that its features were strangely twisted and distorted. It sat with its knees up against its chin and its arms wrapped around its legs, mumbling to itself as it stared into the darkness. As Sleepwalker approached, the thing slowly stood up and turned around, glaring at Sleepwalker suspiciously.

"LITTLE GREEN MAN!" the Hulk-thing suddenly leapt up in a rage. "LITTLE GREEN MAN HURT HULK, TRY TO BREAK ME WITH PURPLE GHOST LIGHT!"

Sleepwalker suddenly stepped into a defensive stance, wondering if he was going to have to fight the Hulk's consciousness, or whatever it was, within his own mind. How could he possibly hope to-

"…But Hulk angry, not knowing why," the Hulk-thing stopped, as a look of sadness crossed his face. "Hulk want to kill people, destroy everything and everyone. WHY? WHY? WHY?" he screamed, falling to his knees and holding his head in his hands.

Sleepwalker approached gingerly, not wanting to set the creature off. Maybe if he comforted the thing, it would calm down and could even help him fight whatever was driving the Hulk to do-

"You trying to help Hulk," the Hulk-thing continued mumbling. "You zap Hulk with purple ghost light, but purple ghost light help Hulk deal with anger…makes no sense. Why little green man's purple ghost light help Hulk? Why Hulk so angry? Did Hulk get betrayed? Hulk get betrayed by someone?"

**"DID HULK GET BETRAYED?" **

* * *

_Dr. Bruce Banner had always considered Dr. Samuel Sterns one of his best friends. They'd gone to high school together, they'd attended Harvard together, and they'd begun their prestigious jobs at the U.S. government's Department of Energy, where they'd carried out their pioneering work on nuclear radiation, most particularly gamma rays and the unusual properties they were said to contain. _

_Dr. Sterns had sometimes had trouble with the complicated physics they were working on, but Dr. Banner was always willing to help. Banner's tutoring had always enabled Sterns to keep up, without which he would likely never have achieved the success he did. Banner was the leader in their relationship, but he was always willing to help someone who'd been like a brother to him. _

_Of course, for all his scientific brilliance, Banner was never skilled enough at reading people to realize just how deeply Sterns envied his natural talents, and how jealous he was that Banner was always the one who got the higher greats, the more prestigious awards, and the greater amount of research funding. Sterns hated being dependent on Banner's help for his own success, a success that was overshadowed anyway by Banner's own innate gifts and achievements. _

_Maybe that's why Sterns eventually became a mole within the Department of Energy for HYDRA, stealing the U.S. government's research on gamma rays for the Red Skull and his neo-fascist organization. Maybe it was why he eventually framed Banner for the thefts, and tried to make it look like Banner had committed suicide out of guilt by exposing him to a massive overdose of unfiltered gamma rays. With Banner dead and framed, Sterns could then continue his spying, making more money on the side while also enjoying the prestige and success that Banner had been the one to receive. _

_Except that Banner didn't die. _

_Instead, he became something else, borne of the science he loved and the betrayal of a man he considered his brother. Rage at his being betrayed by Sterns, devastation at falling victim to the science he so cherished, humiliated at the thought that his reputation and success had all been irrevocably destroyed by circumstances beyond his control…_

_Banner became a monster. _

* * *

"People think Hulk a traitor, they hunt for me. Fights destroy puny humans' buildings, Hulk gets blamed! Sterns uses gamma rays to become Leader, Leader create Abomination to do more killing, frame Hulk! AGAIN AND AGAIN AND AGAIN! HULK ALWAYS BETRAYED, HATED, ATTACKED BY HUMANS! LIFE RUINED, EVERYTHING HULK HAD AS BANNER ALL GONE, ALL RUINED!"

The Hulk's mind was shivering with pain, as the anger began to rise up again.

"Little green man tries to help humans, eh?" the Hulk-thing snarled menacingly, turning back to Sleepwalker. "Well, Hulk tries too, still not evil like Leader or Abomination. And what does Hulk get? Blamed for destruction and death, even when other people provoke Hulk or attack him first! Why should Hulk not fight or kill other monsters or puny humans who attack him? WHY?" the Hulk-thing demanded, advancing on Sleepwalker.

_"I am only defending those it is my responsibility to protect," _Sleepwalker said defensively, not wanting to fight this creature, if it was indeed the Hulk's consciousness.

"Hulk want to kill puny humans in New York," the creature snarled, "but not know why. Anger rises, but Hulk not know why. Hulk want to see everything dead, but not know why? SOMEONE TELL HULK WHY!"

So saying, the Hulk thing turned away from him and leapt off into the green twilight, as Sleepwalker continued on his way.

* * *

Anger gave way to sadness and guilt as Sleepwalker continued through the Hulk's mind. Much to the alien's surprise, the Hulk's mind was suddenly filled with a lingering sense of remorse and compassion, a desire to make things right. Looking around in astonishment, he saw yet another Hulk-thing in the distance. This Hulk-thing seemed the most like the scrawny man Sleepwalker had first encountered when he'd been pulled into the Hulk's mind, except that he was large and green. His face was not contorted by the rage of the more savage Hulk-thing, and he greeted Sleepwalker with sad, mournful eyes as the alien approached him.

"So much bloodshed…" this new Hulk-thing said sadly as Sleepwalker came up to him. "All those people. Even when I try to help them, I end up causing so much pain. Hence it's no great surprise when people call me a monster. For all the good I've done, it doesn't absolve me of my sins…"

* * *

_Mr. Hyde was approaching a frenzy now, his punches breaking even the Hulk's incredibly powerful bones. While the Hulk's anger increased his strength and power, in Hyde's case it was his bloodlust and eagerness to kill that increased his strength and allowed him to keep pace with the Hulk every step of the way. _

_"I'm so disappointed, Hulk," Mr. Hyde shook his head sadly as he picked the Hulk up, and brutally drove his fist into the Hulk's face once more. "To think that I admired you, that I wanted to emulate your power, the destructive impulses that made you the force of nature that I so admired…and now I find you actually trying to _protect _these pathetic weaklings from me? And when I heard about how you prevented the U-Foes from destroying Seattle...I could barely hold my head up after that!" _

_"Then I realized something," Hyde continued, as he continued beating on the bloody and broken Hulk. "I'm more of a Hulk than you'll ever be. I'm everything you could have been, if you didn't hold yourself back. I'm a true monster, you're a pathetic coward who doesn't deserve a monster's power! And when I'm done with you, I'll show the world just what a true monster is capable of!" Although Hyde was eerily calm, the frenzy, that eagerness to crush and kill, was all too evident with the murderous gleam in his eyes. _

_The Hulk's own eyes flashed wickedly, as an enraged scowl began to cross his face. Roaring angrily, he began to heal from the beating he'd suffered at Hyde's hands, before lashing out in a frenzy of his own. Hyde was momentarily caught off guard as the Hulk brutally lay into him with a flurry of punches that sent him staggering back. Whooping eagerly, Hyde's own bloodlust kicked in and he returned the Hulk's attack, as his strength and healing increased once again to match the Hulk's own. _

_Giving and taking blows that could have flattened entire buildings, the Hulk stubbornly refused to give in. The people of that town had given him food and shelter, and now because of that Hyde intended to kill every single one of them in cold blood, for no better reason than because he could. _

_That thought filled him with rage. _

_No matter what, Hyde was going down. _

* * *

"Bullies," the new Hulk-thing muttered, as a determined gleam appeared in his eyes. "They beat on me when I was a little kid, made me helpless and weak. Now I _hate_bullies-the Juggernaut, the Abomination, Mr. Hyde, the U-Foes…the only thing that makes me angrier than people attacking me is seeing people attack innocents that can't fight back. Like now…there's…_something,_something I can't quite detect, driving me to do what I'm doing. I can't stop myself…I don't know what it is…no…no…have to kill, have to smash, have to break…"

The outside presence, whatever it was, continued to grow in strength. Sleepwalker knew he was getting closer and closer, but at the same time he could feel an almost overwhelming sense of dread as he made his way further into the darkness.

* * *

Soon enough, another large shadow loomed out of the darkness at Sleepwalker. Somewhat shorter than the previous green Hulk-thing Sleepwalker had met, this Hulk-thing was a deep stone grey in color, his eyes shining like silver and his teeth pure white.

"Who're you, then?" the grey Hulk-thing asked him. "You the one messing around in my head?"

_"I was drawn into your subconscious through no fault of my own," _Sleepwalker explained warily. _"It was through my attempt to eliminate the foreign presence tainting your mind that I became entrapped within it myself." _

"You're just like I was before I became the Hulk," the gray Hulk-thing continued, his eyes narrowing. "Puny and weak, spouting off ten-dollar words to make yourself sound smart. And where'd my intelligence get me, huh? I was weak…pathetic…a sniveling, helpless little coward! And it made me angry…so angry…"

* * *

_"Does Brucie love his mommy?" Rebecca Banner asked, a wide smile on her face. "Show Mommy how much you love her!" _

_Little Bruce Banner cowered back from his mother, knowing what she meant. _

_What's wrong, Bruce?" Rebecca asked, a hurt expression crossing her face. "Don't you love your mommy?" _

_Helplessly, Bruce looked over to his father for help. Brian Banner was sitting in a chair at the other end of the room, staring at the floor as he tried to avoid Bruce's gaze. _

Help me…_Bruce silently begged his father. _

_Brian didn't move. _

_"Why are you looking at Daddy?" Rebecca blinked in surprise. "Daddy needs his quiet time after a hard day at work." _

_"…it hurts…" mumbled Bruce. _

Why are you just sitting there? _Bruce silently demanded his father again. _

_Brian still didn't move. _

_"Now, it's time for Brucie to show how much he loves his mommy," Rebecca insisted. _

_Finally, Brian stirred. _

_"…Becky…" he pleaded, as he got up from the chair. "…Becky, you know he doesn't like that!" _

_"QUIET!" Rebecca screamed as she threw Bruce to the floor and stood up, a murderous look in her eyes. "This is supposed to be a happy home!" she snarled as she charged forward, picking a knife up off the table as she did so. Brian recoiled in horror as he raised his arms to defend himself, but it did no good as Rebecca slashed him across the arms and blood splashed on the carpeted floor. _

_"How many times do I have to tell you?" Rebecca shrieked. "We're a happy family! Now don't ever talk back to me again!" she threatened, brandishing the bloody knife at a cowering Brian, who meekly held up his hands. _

_"Please…" Brian begged, as he sank to his knees. "I'll be good…I'll be good…" _

_"Good!" Rebecca smiled brightly as she turned back to Bruce. "Now, can Brucie show how much he loves Mommy?" _

You coward! _Bruce silently screamed at his father. _You're supposed to protect me!

_Rebecca squeezed Bruce tightly and began to stroke him, mumbling over and over again about how much she loved her baby boy. _

_She made him show her how much he loved her. _

_She **made **him show her how much he loved her._

* * *

"So weak…so helpless…and where was my father when I needed him, huh? WHY DIDN'T HE PROTECT ME?" the gray Hulk-thing screamed, his rage boiling over as his mind began glowing with anger. "We were both spineless little weaklings who couldn't stand up for ourselves…I couldn't be like him…I couldn't be like him…"

Sleepwalker stared at the gray Hulk-thing in pure horror. As if on cue, the Hulk's mind began shuddering with anger once again, as if he was preparing to go on a rampage again. That bizarre, mysterious presence in the Hulk's mind suddenly seemed to become all the stronger, and Sleepwalker realized he couldn't afford to waste any more time.

He charged off into the darkness, a blackness of anger that grew stronger and stronger by the second.

* * *

Along with the anger now came an overwhelming sense of malice, a sadistic joy in the wielding of power, and what it was capable of. The next Hulk-thing Sleepwalker saw was distinctly unnerving, a hideous cross between a man and some sort of reptilian horror that shimmered a sickly toxic green. It towered over the previous Hulk-things that Sleepwalker had encountered, its hands and feet contorted with oversized claws and talons and its face twisted into a demonic expression. As Sleepwalker approached it, the thing grinned wickedly.

"It's my time now," the new Hulk-thing smiled evilly. "All the anger and the hate…it's going to come bursting out, and it's going to break the world. You can't stop me, none of the other parts of my personality can stop me. This is where the man disappears once and for all, and the monster takes over completely."

_"Are you the cause of the Hulk's rampages?" _Sleepwalker demanded, stepping into a fighting stance. He had no idea if he could win against something this powerful, but he knew that he had to try. If the Hulk's terrifying power was unleashed in full, without the other parts of his personality to restrain him…

"I'm the part of Bruce Banner that the rest of me tries to ignore. The part he's ashamed of. The part he hates and fears. All his hidden hopes and dreams, and everything he tries to repress. Mr. Hyde was right, of course-with all my power, my endless, delicious capacity for destruction, why shouldn't I use it? Why should I always be the one holding myself back? This world's made my life a living hell! Oh, I've tried helping the puny humans, I've tried protecting them, and what does it get me? More anger and more hate! But with my strength, and my brains, I could own this world! I could show the humans something to really be afraid of!"

Sleepwalker prepared to attack, but then he suddenly stopped himself, studying this new Hulk-thing more closely.

"Now, I'm taking over. New York is just the beginning-I'm going to bleed this world dry!" the Hulk-thing continued, bursting out laughing.

The hideous, manic laughter, which reminded Sleepwalker all too well of Psyko's depraved cackling, began echoing through the Hulk's entire mind as it began to fluctuate violently.

* * *

_This isn't right…not right!...NOT RIGHT!_

_I could own this world, if I wanted to! _

_I loved Sterns like a brother…and he betrayed me! _

_Their reactions are understandable on one level, if I consider the context in which they first encountered me…_

_What have I done? Those poor people…I've ruined their lives! _

_You're the one stupid enough to be shootin' a fucking gun at me! Ya take what ya get when ya mess with the Hulk!_

_I killed them…I killed them…I killed them…_

_HULK SMASH YOU! SMASH YOU ALL!_

* * *

With a renewed sense of urgency, Sleepwalker charged ever deeper into the Hulk's mind, knowing that it was now or never. It was all too likely that the Hulk was going to go on another rampage, and it was extremely unlikely that anyone or anything in New York could possibly hope to stop him.

Eventually, Sleepwalker came to the centre of the Hulk's mind, and discovered what that mysterious, maddening foreign presence was. He discovered what it wanted, and why it was inhabiting the Hulk's mind.

And then Sleepwalker saw, for the first time, just how much danger the world was really in.

* * *

The town of Crater Falls, North Dakota, had been based around a large gash in the earth that had existed for centuries. It was a thriving, prosperous community, seemingly a textbook picture of Middle America.

No one, including the residents of Crater Falls themselves, truly understood their town's dark secret.

The crater that Crater Falls was named for had been caused by a new arrival crashing to Earth centuries ago. That new arrival had come seeking a new home after being driven away from his former residence, a new planet to conquer and rule. Awakened from his centuries-long sleep by the arrival of the people of Crater Falls, he eventually used his vast psychic powers to compel them to dig him out of the rubble he had become trapped in. Drifters and travelers would also be entrapped by the new arrival's psychic call, and they too would join in the digging efforts.

A wandering Bruce Banner, seeking to hide from his enemies, was one of the drifters trapped by the new arrival's psychic controls. Banner unwillingly participated in the digging efforts, and eventually freed the new arrival, and when he was free the new arrival had sought to make this world his own.

That new arrival was Sh'mballah.

* * *

Although the vast majority of races who lived in the Earthly dimension knew nothing of the Mindscape or its inhabitants, the Sephlods were an exception. Possessed of tremendous psychic powers, they were well aware of the Mindscape and the many races that dwelled within it. They were intensely curious about the mentalities and thoughts of other races, and had mastered space travel to seek out other races and study them. The Sephlods explored countless planets, systems and even galaxies, learning a great deal about the thoughts and feelings of the other races of the universe.

When they found an inhabited planet, the Sephlods would observe the planet's inhabitants from space, using their telepathic powers to read the other races' minds while these other races slept. The Sephlods never made contact with these other races, as they neither sought nor desired to meet the other races in person. All they sought was knowledge-none of the races they studied ever realized that the Sephlods had examined them.

Sh'mballah was an exception to the rule. Thinking that the vast power and knowledge of the Sephlods made them fit to rule over the weaker, smaller races they encountered, he used his own vast telepathic powers to dominate even his fellow Sephlods, forcibly dominating them and preparing to convert them into an army that he could use to conquer and dominate the planets he had seen in his travels. It was only through a concerted resistance from his fellows that Sh'mballah was thwarted, and it was only through chance that he managed to flee before they could kill him.

Sh'mballah fled through the void of space, seeking a new world he could rule, until his spaceship finally crashed on Earth in prehistoric times. Stunned from the crash and weakened from his long flight, Sh'mballah began to rest within his starship, falling into a centuries-long sleep that was only ended by the foundation of Crater Falls above him.

This was the entity that sought to make Earth its own after its slaves had freed it from the rubble it was trapped in. It had sought to crush the minds of its victims and turned them into its zombified slaves, but Banner fought its control. As Sh'mballah sought to destroy him, he turned into the Hulk and fought back against the Sephlod in a battle that raged across North Dakota. The fight attracted the attention of the army, who eagerly seized the opportunity to destroy both Sh'mballah and the Hulk, who as Banner was still suspected of being a traitor for HYDRA. They'd reckoned without Sh'mballah seizing control of them and trying to use them as his pawns to destroy the Hulk and acquire a ready-made army to help him in his conquest, and it was only through the barest of margins that the Hulk had managed to survive the army's attacks and seemingly destroy Sh'mballah.

But all the Hulk could destroy was Sh'mballah's physical body, while his mind and psychic essence escaped to the astral plane. Now, as Sleepwalker saw all too clearly, Sh'mballah had returned, eager for vengeance on the monster who'd thwarted his plans. With his psychic powers, it had been easy for him to plant himself in the Hulk's mind and begin manipulating his innate feelings of anger, betrayal and guilt to motivate him into what could-and-would-have become the first step in a murderous killing frenzy.

Sleepwalker's interference had prevented that so far, weakening Sh'mballah's control by trying to drive the Sephlod out of the Hulk's mind with his warp beams and then getting pulled in after him.

Now, Sh'mballah was coming after him.

And Sleepwalker would be ready.

* * *

Hatred and malice were almost tangible in the air around Sleepwalker, fuelling the Hulk's rage and despair. The Hulk's mind seemed to be pulsing now, throbbing like a perverted heartbeat as it fell further and further under Sh'mballah's malign influence. Dark putrefying green melded with sickly vomit yellow as Sleepwalker reached the centre of the maelstrom, and then saw the source of the horror.

The Sephlods' homeworld had been a strange, alien place of vibrant blues and crimsons, pulsing yellows and purples, and lush golden grass. It suited the bizarre, otherwordly creatures-like all of his race, Sh'mballah vaguely resembled an octopus, although it was many times larger. His skin was a bright golden yellow, punctuated throughout with green highlights. He was covered with hundreds of spiked, slithering tentacles, whose discs exuded yellow fluid and amber slime. His eyes, all ten of them, were a bright gold in color, placed above a jagged mouth filled with hundreds of razor-sharp teeth. Glimpses of his internal organs were visible through his vast, pulsating body, including the vast, pink brain that sat in the bulbous portion of his body that served as his head, surrounded with twisting black nerves.

Such was the sight that Sleepwalker saw, rooted in the centre of the Hulk's mind like a diseased, malignant tumour. The diseased psychic waves the thing emanated, tainting and polluting the Hulk's mind, made Sleepwalker feel physically ill, but all the more determined to break Sh'mballah's control over the Hulk and free him from the Sephlod's malign influence. Sh'mballah was a formidable force on both the physical and mental planes, but so too was Sleepwalker, who was not bound by the limitations that weakened him on Earth.

Sh'mballah stared at Sleepwalker contemptuously, amused by the warrior's preparing to attack him. His depraved energies seemed to coalesce and focus for a moment, before he unleashed them in a murderous psychic assault directed straight at Sleepwalker.

The attack sent a painful shock through Sleepwalker's system, although he forced his way through it and retaliated with a direct blast of his warp vision. Sh'mballah recoiled in agony, deflecting Sleepwalker's next blast with a psychic barrier and lunging forward with his tentacles to engulf his foe. Sleepwalker focused his warp beams on the ground between them, raising a twisted barrier to entangle Sh'mballah's tentacles. He was successful, but Sh'mballah channelled a powerful electrical current through his tentacles, catching Sleepwalker at point blank range and blasting him away. Tearing his tentacles free of the barrier Sleepwalker had raised, Sh'mballah charged again, this time entangling Sleepwalker in his tentacles. The spikes in Sh'mballah's tentacles tore long, bloody lines in Sleepwalker's body, prompting Sleepwalker to strike Sh'mballah with his warp beams once again as Sh'mballah retaliated with another psychic wave.

* * *

_The rage and the hate that Bruce Banner felt at the world was being exaggerated by Sh'mballah's influence. Sh'mballah nourished Banner's dark side, the feelings of anger and frustration he felt at the world and all his betrayers, and the realization of what he could truly do with his power, if he listened to the likes of Mr. Hyde. The murder and chaos would begin in New York, whereupon the Hulk, his anger and power both driven to new heights by Sh'mballah, would lead him to slaughter thousands, if not millions, as well as destroy the Fantastic Four, who were some of the most powerful opposition he could face. The chaos would bring the Avengers and other heroes running, but none of them would be able to stand against the Hulk. _

_When the Hulk realized how much blood was on his hands, Sh'mballah would let go. The guilt and the horror were all but certain to drive the Hulk insane, breaking his mind to the point where he could no longer function, and Sh'mballah would be able to take over entirely. _

_That was when the true nightmare could begin. _

_With all of Bruce Banner's knowledge of genetics and physics added to his own, Sh'mballah would be able to recreate his own original body, the one that was destroyed in his original battle with the Hulk. That new body would contain not only Sh'mballah's powers, but the Hulk's own gamma-ray enhanced strength and durability. With the combined powers of both himself and the Hulk, and so much of his most powerful opposition already destroyed, nothing and no one would be able to stop him. _

_Sh'mballah would make this world his own. _

* * *

As his warp beams crossed with Sh'mballah's psychic emanations, Sleepwalker realized Sh'mballah's true plans. Determinedly, he renewed his efforts, blasting Sh'mballah head on once again as Sh'mballah shocked him once more. As the two aliens struggled, images from the Hulk's memories flashed in the background. One moment they saw the Hulk igniting the swamp gas animating the Glob's body and blowing it to pieces, the next he was driving the Juggernaut into the Earth's crust. They saw the horrors Bruce Banner experienced at his mother's hands in his childhood, and then they saw the joy he experienced in college poring over weighty science texts written by the likes of Stephen Hawking or James Moriarity.

Focusing his warp beams on the area around him, Sleepwalker raised a series of long, scything blades that ripped into Sh'mballah from every angle, drawing long gashes all over its body that sprayed an off-yellow, ooze-like blood. Sh'mballah recoiled in pain, as Sleepwalker broke free of his grip at last. Spreading his warp vision out wide, Sleepwalker brought the scythes together in a vicelike grip, intending to crush Sh'mballah and break his grip on the Hulk's mind. Fighting back against Sleepwalker's efforts, Sh'mballah reached out and made contact with the Hulk's larger mind, focusing a concentrated blast of energy at Sleepwalker.

Sleepwalker fell back and sank to his knees, reeling in agony as Sh'mballah struck him with a concentrated blast of what seemed like gamma radiation gathered from the Hulk's body and then channelled into his mind. Sleepwalker's entire body burned from the radiation's impact, as Sh'mballah reached out and caught him with his tentacles once again. Dragging the pained Sleepwalker back towards him, Sh'mballah continued pouring the gamma rays into Sleepwalker. Only Sleepwalker's healing factor, triggered by the ambient mental energy in the air, saved him from being burned to death, but even that would not save him from being bitten in half by Sh'mballah. All the while, Sh'mballah's psychic powers continued to tear into and manipulate the Hulk's mind.

In that, Sleepwalker found his answer.

Blasting Sh'mballah with his warp vision directly to stop himself from being dragged into the monster's mouth, Sleepwalker then turned his warp beams on the psychic emanations that Sh'mballah was spreading throughout the Hulk's mind. Previously, the psychic feedback resulting from the interaction of Sleepwalker's warp beams with Sh'mballah's psychic energies had dragged him into the Hulk's mind and then revealed to him Sh'mballah's plans, and now Sleepwalker merged his warp beams with Sh'mballah's psychic powers in one last, desperate gamble.

Sleepwalker began calling out to the Hulk's consciousness, all the parts of it that he'd encountered, trying desperately to connect to them and make them realize what Sh'mballah was doing to him. His own messages began spreading throughout the Hulk's mind along with Sh'mballah's, and Sleepwalker could feel the response as the Hulk became aware of what he was trying to tell him.

One after another, they all appeared: the scrawny intellectual, the large, green child-like Hulk-thing, the calm and serene human-looking Hulk-thing, the nasty and cynical grey Hulk-thing, and even the reptilian-looking Hulk thing. As they did, the Hulk's mind began to shimmer and glow a bright emerald green, almost blinding Sleepwalker with its intense light. To Sleepwalker's immense relief, Sh'mballah's radiation attack stopped, as the monstrous thing's triumph gave way to fear.

Even more so than Sh'mballah's hate and malice, the rage building within the Hulk's mind was palpable. Anger at the creature that sought to control his mind, the creature that had made him a murderer, the creature that had sought to use him as a guinea pig in his sinister plans, throbbed within the Hulk's mind as it took on a life of its own.

The different parts of Bruce Banner's personality approached Sleepwalker and Sh'mballah in a circle, as the two aliens looked at them warily. As one, the different parts of the Hulk's personality focused their gazes on Sleepwalker and nodded once. They pointed at the portal that had opened above them, and Sleepwalker immediately understood. Rising into the air, he entered into the portal and disappeared, after which the portal itself vanished.

Soon, Sh'mballah was left alone to witness the different parts of the Hulk's personality come together and merge into one single Bruce Banner, who in turn grew and transformed into an extremely angry Hulk.

For perhaps the first time, Sh'mballah knew true fear.

* * *

Sleepwalker re-emerged into the physical world in what looked like the woods of upstate New York, standing next to an unconscious figure who was clearly the Hulk's human form of Bruce Banner. Looking down at him curiously, Sleepwalker saw Banner's body twitch and mumble for a few moments, before his eyes opened and he slowly rose up. Banner's gaze passed around the woods slowly, before his eyes locked with Sleepwalker's.

_"You are unharmed?" _the alien asked slowly.

"…Yeah…" Banner muttered, rubbing his head slowly. "I'll…I'll be alright."

_"And Sh'mballah?" _Sleepwalker asked.

All of a sudden, a frightening smile passed over Banner's face, one that Sleepwalker would never have expected if he hadn't seen the parts of Banner's character that reflected it.

"Suffice to say that he won't be bothering me, or anyone else, again," Banner smirked. "And I ought to thank you for your help-God only knows what would have happened if Sh'mballah had gotten full control of me. You're not human, are you?"

Sleepwalker didn't answer, but the furtive look on his face told Banner everything he needed to know.

_"…What will you do now?" _Sleepwalker asked curiously.

"I'm going to turn myself in," Banner lied. "After everything I've done, it's the right thing to do."

Sleepwalker nodded. He moved as if to accompany Banner, but then to the scientist's surprise he vanished into nothingness.

Looking around in surprise, Banner saw that the first rays of the sunrise were starting to filter through the trees. It was morning-apparently the Sleepwalker, whatever he was, could only emerge onto Earth during the night.

Then again, Banner realized, it was probably for the best that Sleepwalker disappeared when he did. Considering what he'd been through the last few times the U.S. government or a terrorist organization like the Secret Empire had gotten their hands on him, Banner had absolutely no intention of actually turning himself in to the authorities. He might have been willing to face justice, but the government had always shown itself to be more interested in trying to use him as a living weapon than actually punishing him for what he did.

_At least the terrorist organizations were up front about it!_ Banner realized with a cynical smirk.

As to what he really intended to do, Banner wasn't sure. What he _was _sure of was the fact that his mind felt clearer than it had in the last six years, when he'd first been transformed into the Hulk. Before, his rapid mood swings had given him a hair-trigger temper that was all too easy to set off and led to him turning into the Hulk even when he would have preferred not to. Now, although he still felt the anger simmering within him, it didn't overwhelm him the way it always used to.

Closing his eyes, Banner concentrated, letting the anger out as he grew and transformed into the Hulk. Noticing his new stature, he gave a satisfied nod as he realized what Sleepwalker had done for him.

Turning around, the Incredible Hulk sprang into the air and leapt away, smiling at the thought of the new possibilities that sprang open before him.

(**_Next Issue:_** Rick Sheridan confronts the problems in his life with a renewed effort, as Sleepwalker returns to trying to track down 8-Ball and the rest of his enemies who remain at large. There's more going on in the background than either of them suspect, however, as the Lobo Brothers break into the New York drug market with a new type of designer drug whose effects on its users may pose a far greater threat than anyone realizes! All this and more in _Sleepwalker #58: Black Market! _Guest-starring the mysterious Moon Knight!)


	65. Black Market

"So that's it, then?" Rick Sheridan asked Alyssa Conover and Julia Winhill as the three of them sat in Alyssa's apartment glancing over the new leases their landlord wanted them to sign. "You can afford the rent hikes either?"

"Nope," Alyssa said glumly, as Julia simply shook her head. "So now what? We'll have to move out by the end of November."

Rick only frowned as he folded his arms and looked at the ceiling. Their landlords had wasted no time in raising their rent after New York City Council had abolished many of the city's rent controls, and now Rick and the girls were going to potentially be homeless by the end of the month…that is to say, in about another two weeks.

"Has Red said anything about this?" he finally asked the girls. "I can't imagine that he'd want to stay in the apartment he shared with Cyrus," he continued, referring to their other friend Red Ericsson and his former roommate Cyrus O'Donnell.

"He said that he and Cyrus had paid their rent up to the end of November like us," Julia ventured, "but I don't know what he plans to do after that."

"…Good to know," Rick finally said, more to himself than either of the girls. He wasn't sure how they were going to deal with the problem, but he knew that they were going to come up with a solution.

_We've overcome a hell of a lot worse, _Rick thought determinedly.

* * *

SLEEPWALKER #58

"BLACK MARKET"

* * *

Alyssa winced the next day as she walked towards the Empire State University Students' Union Building, her feet throbbing with pain. As much as she loved to dance, she was being worn down by the constant grind of working as a dance teacher while also pursuing a Dance major. She'd noticed Rick having the same problems from working at the _Daily Bugle, _and suspected that he was working longer hours for the same reason that she was. With living expenses the way they were these days, neither one of them could really afford to cut back on the amount of hours they were working.

Fortunately, she was able to distract herself from that for a while by wondering why Kenny Anderson had asked to meet her at the Students' Union Building. He said it had had to do with the art project she'd helped him with a few weeks ago, although he'd refused to elaborate. Much to her surprise, she saw Julia making her way into the building already. Calling out to her, Alyssa managed to catch up with Julia and accompany her to the meeting place, talking all the while.

"Did Kenny call you here too?" Alyssa asked her.

"Yeah," Julia nodded, "although he wouldn't say why. Do you think he wants us for another series of sketches?"

"Frankly, I'm amazed he put that much effort into this whole thing to begin with," Alyssa shrugged.

They met a group of several other girls, all of whom were chatting among themselves, at the place where Kenny had told them to meet. Kenny himself was nowhere to be seen at first, although it wasn't long before he appeared at the far end of the room and came to join them. The conversation soon ceased, as the girls looked at him expectantly.

"I suppose you're wondering why I asked you all here today," Kenny began. "See, it has to do with the sketches that I produced of you all in various artistic scenes. I've gotten some suggestions on what to do with those drawings, and I've finally decided. That said, I'd like your permission before I actually go ahead and do it."

"What did you have in mind?" one of the girls asked him.

"A charity calendar," Kenny explained, as the girls raised their eyebrows and exchanged a few murmurs among themselves. "It was suggested to me by one of my art professors-if these pictures were gathered into a calendar, it could probably be a big seller!"

"What kind of charity would the money go to?" another girl asked.

"The victims of supervillain crime," Kenny said sadly. "Peoples' homes get destroyed in villains' rampages, they lose their livelihoods when a villain robs the bank that contains their life savings, they get killed when some villain decides to use them for target practice. From what I've heard, there are charitable foundations cropping up now to help people who suffer from supervillainy. That's what I want to use the profits from the calendar for, but I didn't want to do it without asking you guys about it first."

Alyssa and Julia looked at each other, knowing full well why Kenny had taken an interest in helping the victims of supervillain crime.

"Are you kidding?" one of the girls asked. "Of course we'll support it!"

"Yeah, my best friend's dad was killed in that Psyko freak's riots!" another girl chimed in.

"Go for it!" Alyssa spoke up, as Julia nodded in agreement.

Kenny grinned widely.

"And the hippies say young people don't care about anything anymore," he laughed.

* * *

"This the new shit?" Lonnie asked his friends as they poured the cocaine into their crack pipes. "Why they say it so good in da first place?"

"Takes you to places you never done before," Sam replied, lighting up. "Dealer says it's a killer buzz."

Lonnie, Sam and the rest of the smokers realized that the cocaine was good, but they didn't realize just _how _good it truly was. They felt a wonderful surge of ecstasy course through their minds as they flew through the ether, seeking out a new tomorrow that they knew was waiting for them in the infinity of beyond. Then they collapsed into a deep, contemplative state, as they sought out the hidden answers to mysteries that had plagued mankind for centuries. Everything they'd ever wanted to know, and everything they could have known, was suddenly available to them in one perfect moment of clarity.

They opened their minds to the great beyond, fully embracing their destinies as they contributed to the holy beyond.

What they found there eagerly accepted what they had to offer.

It had begun.

* * *

"So, what exactly do we get out of this?" Carlos Lobo asked his brother Eduardo in Spanish. The brothers were the heads of one of Mexico's more prominent drug cartels, and had gained and kept their power through their dealings with various supernatural entities. Seeking an edge in the vicious turf wars currently plaguing the Mexican drug industry, the Lobos had made contact with a new supernatural being who had promised to help them if they'd done what he'd asked them to. The brothers had made contact with the entity through their use of hallucinogenic drugs, which could connect their users' minds with other dimensions such as the Mindscape, and allow them to interact with the otherworldly beings that dwelled there.

While Western science had long ago dismissed the mystical properties that shamans and medicine men claimed hallucinogens such as peyote to have as being pure nonsense, the Lobos knew those magic properties were every bit as real as the shamans claimed they were.

"You mean besides what it's doing for our sales?" Eduardo pointed out with a snicker. "Our profits are through the roof!" Indeed, the mysterious entity's request wasn't what the Lobos would have expected. Drug dealers had increasingly begun lacing drugs like marijuana and cocaine with more potent substances like PCP to increase the strength of the high or to provide more surreal experiences to their users. Now, for some reason, the entity had advised the Lobos to begin lacing their products with peyote and other mystical hallucinogens before the drugs were sold to their customers.

"Okay, so we're making more money," Carlos conceded. "But that doesn't give us an edge in the drug wars. I thought that was the whole damn reason we made a deal with this being, whatever the hell it was!"

That made Eduardo pause.

"And how will having our customers inhaling hallucinogens help this being?" Carlos persisted. "What does he gain out of this? He has demanded no sacrifice, nor anything else that we might offer in service to him!"

Eduardo thought on that for several minutes.

"…We can contact him again, if need be," Eduardo reminded Carlos. "He's clearly got some larger goal here. For now, though, let's see what he does to honor his side of the bargain besides lining our pockets."

The Lobos could afford to be patient.

And to bite back, if it came to that.

* * *

"You won't be able to make the rent either?" Rick asked Red as they sat together drinking at the campus bar that Friday night.

"No," Red shook his head. "And it sucks-I mean, I know why my landlord's doing this, but it doesn't help me. Have you and the girls decided where you're going to live?"

"Actually, I've been thinking about that. You're still working as a lifter at that warehouse, right?" Rick asked.

"Yeah," Red nodded. "What does that have to do anything?"

"What's your salary?" Rick asked him, and then nodded thoughtfully as Red told him. "You know, I think I might have a solution."

Red only looked at him expectantly.

"Why don't we all split the rent on a larger apartment or a townhouse, or something like that?" Rick asked. "If we divided it up four ways, we'd each be responsible for a smaller share of the rent. If the rent's low enough, we could even work fewer hours at our jobs. That way, we'd have more time for studying!"

"God knows I could use the break," Red muttered. "The kind of lifting they're making us do is a workout by itself. I haven't even needed to do any weightlifting in weeks."

"Aly's had some of the same problems," Rick noted. "She's on her feet all day for her Dance classes, and then she stays on her feet in the evening when she teaches at the studio."

"Ouch," Red winced. "At least football players get pads. Did you have any places in mind?"

"A couple," Rick nodded. "Aly and I were going to check a few of them out this weekend. Did you want to come?"

"Sure," Red agreed, "but what about Julia?"

"She can't make it," Rick shook his head. "She's helping Kenny get those drawings he did of her and Aly set up as a charity calendar. Apparently the profits are going to go to help the villains of supervillain crime."

"…Amazing," Red blinked in surprise. "The doofus is actually doing something worthwhile."

Rick just rolled his eyes at that.

* * *

"What kind of highway robbery are you trying to pull?" Red shouted angrily at the landlord, who merely scowled back at him. "You call that a reasonable rent?"

"That's it, get the hell out!" the landlord snapped back. "I was stupid to even let you college kids in here in the first place!"

Red's eyes flared and he began to prepare a comeback of his own, but Rick and Alyssa hastily dragged him out the door before he could voice it.

"I can't believe how much he was charging for that shithole," Red muttered angrily as they descended the apartment building's stairs. "I mean, did you actually feel how cold it was in there? When was the last time he had the heater fixed?"

"So we won't go there," Alyssa shrugged. "You need to relax, Red."

"I know I do," Red scowled. "I'm just frustrated, is all. We're getting a bad rap because we're university students!"

All three of them dwelled on that for a few minutes as they waited for the bus to take them to the next place they intended to check out. They'd come to realize that university students had a bad reputation among landlords, in no small part because of the drugs, alcohol and parties many students were believed to indulge in. Rick and his friends always tried to drink responsibly, and Kenny was the only one who did any drugs at all, but they ended up getting labeled anyway.

"Maybe we'll have better luck renting a house or something," Rick suggested. "We'd have more room for ourselves than we would renting an apartment, anyway."

"Wouldn't that be more expensive?" Alyssa pointed out.

"Maybe," Rick shrugged, "but we're starting to run out of options. The dorms are all full, and the last thing I want is to end up sharing space with a roommate who might see Sleepwalker popping up out of nowhere. And I'm not about to pledge a fraternity when I'm in my senior year."

"I'm not about to join a sorority either," Alyssa agreed, "and I somehow doubt Julia is going to do it either."

"I guess I could ask around at work, and probably check out the ads in the _Daily Bugle,_" Rick offered. "Do you know anyone who might be renting a place?" he asked Red.

"I could probably check with my boss and some of his friends," Red shrugged, "although I won't be holding my breath," he said glumly.

Rick and Alyssa looked at each other grimly, not inclined to hold out much hope themselves.

* * *

Desmond's routine was like clockwork, Lonnie realized as he stared intently across the street. Every Tuesday afternoon at 4:00 PM he emerged from the drycleaning business that served as a front for one of Philippe Bazin's drug distribution centers, then he went over to the Blind Pig Pub for a few beers, until he emerged to go home at 7:30.

Lonnie knew what he had to do, and he'd come prepared for to do it. Within his mind, he knew with perfect clarity what had to happen.

As Desmond emerged from the bar, tottering somewhat owing to his inebriated state, Lonnie came marching up to him. As Desmond blinked in surprise, trying to determine what to make of the crackhead coming towards him, Lonnie pulled out his gun and shot Desmond three times in quick succession. As Desmond collapsed, Lonnie rolled him over on his stomach, put the gun against the back of his head, and shot him once more, execution style, for good measure.

Despite his shabby appearance, Desmond was one of the main coordinators of Bazin's drug distribution network in the Bronx. He was responsible for coordinating the drug shipments and their distribution to the sales centers, as well as keeping the books balanced and laundering the money before returning it to Bazin himself. His death would set Bazin's operations back several weeks, and leave the space wide open for Bazin's competitors to step in and fill the void.

All those thoughts passed through Lonnie's mind as some of Desmond's friends emerged from the bar to see what was going on. He hardly heard their shouts as they screamed at him for killing their friend, and hardly felt the gunshots as they ripped through his body.

As Lonnie collapsed onto his victim's corpse, he was at peace.

Ever since he'd begun using that new form of cocaine, he'd become aware of what his mission in life was.

Now that it was accomplished, he could die in peace.

* * *

"So, you guys aren't having much luck?" Kenny asked Rick as they had some coffee after class a couple of days later.

"No," Rick shook his head. "We're thinking of renting a house, but that would probably be more expensive than just a condo or apartment. And the whole point of our splitting the rent was so that we wouldn't have to spend as much time at work!" Rick pointed out in frustration.

"…Why didn't you tell me sooner?" Kenny asked. "Maybe I could join you. That way, we could split the money five ways! Hell, I could probably pay for the whole thing myself!"

"We don't want to sponge off you, Kenny," Rick shook his head. "We still want to pay our fair share. But I can't see why anyone would have a problem with your joining us, if you wanted to. Did you have some place in mind?"

Kenny thought on that for several moments.

"Come to think of it, I could ask Mom and Dad's New York friends," he finally said. "A couple of them are in the property management business, and they might be able to find us a good place. It might be pretty low-key, mind you," he warned Rick.

"I don't think any of us will care," Rick shook his head, "just so long as we can find some place to stay by the end of November."

"Fair enough, then," Kenny nodded. "I'll make some calls, and see what I can do!"

* * *

The Crips and the Bloods had been fighting for control of Los Angeles for many years, and tonight was no different. Sitting in a warehouse in one of the uglier areas of Los Angeles, Howie and his boys were getting ready for a raid. Loud hip hop music played as they loaded their weapons, put on their blue bandanas, shirts and sneakers, and discussed their strategy. All they needed was for Corky to come back with the drugs, and they were set. While this particular unit of the Crips had made quite a handsome profit doing cocaine and meth, they also enjoyed sampling their product to make sure it was Grade A before they began selling it.

Corky was back in good time, and the shit he brought was good, so good.

Once they'd had a whiff of the stuff, it all became clear to them, even more so than usual.

At first, Howie and his troops had intended to just cut down Spike and a few of the other Blood leaders who were getting too big for their britches, but they knew they had to change course. It was also perfectly obvious, after all-why settle for blowing away a few of the Blood when they could really hit them where it hurt by not only blowing away the Blood leaders, but some of their drug suppliers as well. Why just make them bleed blood, when they could make them bleed money, too?

By the time the night was out, Howie and his boys had done just that. They lost a few good men in the crossfire, but by the same token they'd blown up the main distribution centre for the Redside cartel in California.

As they'd known after they'd had a whiff, it did wonders for their street cred.

* * *

Sleepwalker flew across the night sky, turning over the events of the past several weeks in his mind. 8-Ball and Equinox were still on the loose, and from everything Sleepwalker had seen through Rick's eyes while Rick worked at the _Daily Bugle _neither one of them had been active since he'd fought them. There had been no reports of the Shiver Man being active either, and nothing to do with Mr. FX either. While Sleepwalker had tried to ask the police what had been done with the demented psychic being, but they weren't really sure. The police could only say that Mr. FX had been taken to some sort of mental hospital for treatment, although they weren't sure exactly which one. Despite all that, Sleepwalker hadn't been idle. Along with his battle with the horrific alien entity Sh'mballah within the mind of the Incredible Hulk, Sleepwalker continued to battle the more general street crime he frequently encountered on his nightly patrols.

The shouts and screams he heard below signaled the fourth incident he'd encountered that week. Gazing down over a particularly bad part of Brooklyn, Sleepwalker saw a chilling sight. Two large groups of people stood shouting at one another in a large urban park, brandishing guns and knives, but that was not what caused an angry rage to well up inside Sleepwalker. Tied with rope and chains behind one of the groups was a dozen or more children, all of whom were screaming for their parents. The group on the far end was clearly made of their parents and older siblings, trying to get to the kids, while a line of people stood between them with their guns raised.

Diving down towards the scene, Sleepwalker used his warp vision to surround the gun-wielding hostage takers, rising up the pavement around them until they were securely boxed in and couldn't get out. Some of them began trying to climb their way over the walls Sleepwalker was raising, but Sleepwalker twisted the tops of the walls so they sloped inward and the climbers couldn't get a secure grip to get around them. Once the hostage takers were secured, Sleepwalker then turned his warp beams on the chains and ropes binding the children, quickly freeing them before they ran into the hands of their terrified, sobbing parents.

The hostage-takers within the walls of pavement Sleepwalker had raised began shouting angrily and tried to shoot their way out, but Sleepwalker flew up into the air and rose until he stood over them. They tried to shoot at Sleepwalker with their weapons, but the alien easily dodged their clumsy shots and then focused his warp vision on their weapons, breaking the guns and twisting them into metal bindings for the miscreants. Once they were too securely bound to escape, Sleepwalker restored the pavement walls to their original shape and came down to ground level. Almost immediately, the angry parents began stepping forward, eager to dish out their own brand of justice on the kidnappers.

"One side, hero-man!" one of the men shouted angrily, as he raised a baseball bat. "These sons of bitches gotta pay for what they did!"

_"You may be assured that the police will see to them," _Sleepwalker said, looking around warily at the angry crowd in front of him. _"Your children are unharmed?" _

"Yeah, they fine," a woman chimed in, "but these freaks ain't gonna be! They just charge into our neighbourhood, start abducting our kids, bring 'em here and threaten ta shoot 'em! You really think 5-0's gonna give 'em what they deserve?"

Looking back at the kidnappers, Sleepwalker was puzzled by what a varied group they were. While all the parents were clearly residents of this lower-class neighborhood, some of the hostage-takers were street people, others were violent-looking gangbangers, some were upper-class teenagers and one was even an older-looking senior citizen. Despite their differing backgrounds, they all had the same strange looks on their faces and mumbled incoherently, as if in a trance.

"We've seen the light!" one man shouted.

"It's so beautiful and bright!" one of the teenagers shouted.

"Gotta share the light with the world!" a woman chimed in, as they began chanting in unison.

Sleepwalker stared in baffled disbelief, before turning back to the people.

_"These people are clearly not in their right minds," _he began, attempting to calm the crowd down. _"They have clearly fallen victim to-" _his attempt at reconciling the crowd was interrupted by a series of explosions that rocked several buildings further down the street. As Sleepwalker turned in surprise, the anger of many of the parents suddenly turned to fear, as they grabbed their children and fled.

Taking to the air and using his superhuman strength to carry the bound hostage takers with him, Sleepwalker quickly flew to investigate the explosions, but it was already too late. Charred corpses and destroyed lab equipment greeted him in the burning rubble of the buildings he investigated. While Sleepwalker was no scientist, the acrid stench in the air and the strange appearance of many of the chemicals destroyed in the explosion made the alien hero all but certain that these buildings had been drug labs.

The police had arrived by that point, and Sleepwalker turned the entranced, deluded kidnappers he had captured over to them. The alien had made sure to point out that they weren't in their right minds, and were in all likelihood under the control of some outside influence. He had sensed some strange psychic imprint on them, although it wasn't something he was really familiar with. They weren't possessed or directly controlled by any kind of demons from the Mindscape or another otherworldly dimension, but clearly some outside entity had left a strange psychic influence in their minds.

_That, of course, begs the question of how this mysterious entity could have planted a psychic imprint within their minds, _Sleepwalker reflected grimly as he flew off into the night. _Surely my kin would have detected such an assault if they were being directly assaulted and violated by a demon of the Mindscape!_

It was then that Sleepwalker realized that he'd sensed the same psychic imprints on several of the other deluded felons he'd apprehended that night.

_But what could an outside entity possibly hope to gain from such an influence? _Sleepwalker wondered. _How could taking those children hostage have benefited it in any conceivable way? _

Then he remembered how the firebombings of the drug labs had happened almost immediately after the hostage taking, when many members of the community were distracted and wouldn't be able to have seen, much less identify, the bombers.

_Somehow, I do not believe that it was a coincidence, _Sleepwalker realized.

* * *

**_The next evening…_**

Marc Spector rubbed his eyes wearily as he looked up from his work, his mind whirling despite his fatigue. The people who knew him could attest to the number of times they'd caught him in such a pose, pursuing his task with a single-minded devotion that they could only hope to admire, but never to equal. Of course, Marc wouldn't have had it any other way. He hadn't built Spectorgraphics, his computer software company, into a corporate powerhouse by resting on his laurels, nor had he earned his status as one of America's most dynamic young multimillionaires through debauched partying. Tonight found him hard at work in a basement study at his country estate, thinking hard about the perplexing case before him. Hearing footsteps behind him, Spector turned around to see a beautiful young blonde woman in a long pink nightdress coming down to join him. Her face was lined with concern, concern that only intensified as it caught the cold, hard stare on Marc's face.

Marc's face was that of a young man in his early thirties, with thick dark hair and eyes contrasting against surprisingly pale skin. His body was toned and muscled to match any Olympic athlete, moving with a remarkable grace and speed. His face was grim and austere, wearing an expression that reflected both the powerful intellect of its owner and the powerful determination that drove him. His bright, expressive eyes missed nothing of interest, although as they stared at the woman in front of him they took on a soft and tender look.

The woman herself was a few years younger than Marc, probably in her late twenties. Her slender frame lacked Marc's rigid athleticism, although from the way she walked it was clear that her dexterity was no less than his own. Her eyes were a warm, inviting lake blue, and her hair the bright flaxen gold of the sun, which contrasted alluringly with the pink nightdress she wore, reminding Marc briefly of a golden sun setting over the horizon, turning the sky a gentle shade of reassuring pink as it did so.

"You shouldn't be pushing yourself so hard," Marlene Alraune told Marc as she stepped forward. "Are you sure you've recovered? Let me take a look at those burns again," she asked.

"It's okay," Marc insisted, turning away from her and returning to his work. "Doctor Octopus didn't burn me that badly."

"Let me see it," Marlene demanded, more insistently this time. As she reached for Marc's shirt collar, he flinched in pain, recoiling from her touch.

"I might have known," Marlene sighed. "Please, Marc…come to bed. You're not doing anyone any good by-"

"I'm fine!" Marc repeated himself.

"No, you're not!" Marlene insisted, pushing Marc back down into his chair. Stepping around behind him, she raised the back of his shirt and gasped at the ugly burn scars passing down his back. Frowning with concern, she took a jar of ointment out of the pocket of her nightdress and began rubbing some of the cream into Marc's injuries.

"So, what was Doctor Octopus's plan, anyway?" Marlene asked him, hoping to distract him from the pain.

"He was planning to seize control of a number of international broadcast networks," Marc explained, "and then use these fancy hypnotic gadgets he came up with to mentally enslave anyone who watched or listened to the broadcasts. He'd have an army of brainwashed slaves who'd be willing to do anything he says. It's no different than when he reunited the Sinister Six and tried to poison New York's water supply-Octopus is obsessed with controlling everyone and everything around him."

"But how were you able to stop him when he had the Tomorrow Legion to support him?" Marlene wondered.

"The problem with Octopus is that, while he's obsessed with control, he's also so arrogant that he looks down on everyone else around him. His condescending attitude made most of the villains in the Legion dislike him right away, and he was so sure that everyone would listen to him that he couldn't see just how angry they were at him," Marc continued, his voice now calm and businesslike.

"But how did you figure that out?" Marlene asked him. "When did you-"

"It didn't take long after I captured the Porcupine," Marc said. "I could see just how disgruntled he was. He's always been a patient and calculating man, and when I noticed just how far he'd apparently been pushed it didn't take me long to make the connection. I remembered what Doctor Octopus is like, I recalled the original purpose of the Tomorrow Legion as it was outlined by the Jester, and then I considered just how far the Porcupine, of all people, had been pushed. Attacking Doctor Octopus once I realized his plan was a calculated risk, but I was right when I figured that the rest of the Tomorrow Legion wouldn't make much effort to help him."

"So that's it?" Marlene asked in surprise, glad to see the tension leaving Marc's face as he explained the result of his struggle. "The Tomorrow Legion is dead?"

"Not likely," he shook his head. "It's become a concept in the supervillain community now-whenever they feel the need for it, chances are they'll just elect a new leader and go from there. Not to mention that its members will come and go all the time-it's going to be almost impossible to predict."

"Is that what you were studying here?" Marlene asked, referring to the computer Marc had been working at all evening.

"No," Marc said wearily. "I'm looking into all these sudden outbursts of street violence that have flared up in the last few days. I've been tracking incidents of firebombings, stabbings, kidnappings and shootings in places ranging from New York to Los Angeles to Canada and several Latin American countries. In every case, the criminals were acting bizarrely, like they were suffering from hallucinations or delusions. I managed to get some samples of their blood from the ones that were injured at their crime scenes, and I found that they were all under the influence of cocaine, meth or some other type of illegal drug."

"They were all high?" Marlene asked in astonishment. "And they all went out to commit a series of murders just for-"

"Not just on a whim," Marc corrected her. "I checked the homes of some of the criminals to try and get a sample of the drugs they were taking for analysis. In every case, the drugs were laced with peyote or some other type of mystical hallucinogen."

"…Mystical?" Marlene asked in surprise.

"Shamans and other mystics have been using these types of substances to communicate with the spirit world for centuries," Marc informed her. "People from every walk of life have been taking any one of a variety of drugs. The only thing any of them had in common was imbuing those hallucinogen-laced drugs. That, along with their warped mental states, makes me think that something from the spirit world was influencing them, so-"

"Wait, hold on," Marlene interrupted him in confusion. "Why would some demon-thing want these people to start committing random murders?"

"Oh, they weren't random," Marc told her, a grim look on his face. "I did some checking through the files of the FBI, some of the South American police forces and some of the drug cartels themselves. I've found that all the victims in these murder cases were tied somehow to the illegal drug trade. Most of those deaths hindered the activities of one drug cartel or another. I also compared that all the purchase records I found in the computers and paper files of some of the wealthier people who'd purchased the hallucinogenic drugs, and I was able to trace them all back to one source-the Lobo cartel."

"You mean all those murderers purchased their drugs from the same source?" Marlene blinked, scarcely able to believe it. "And they willingly-"

"I doubt they knew what they were getting into," Marc interrupted her. "Besides, it's not as if everyone who took the Lobos' products reacted this way-only a select few did. The murderers varied enough in identity and background that it would be almost impossible to trace any of them to a common cause. I think there was some entity from the spirit world, whatever it might be, that selected these people and then manipulated them through the connections the hallucinogens opened in their minds into murdering major players in the Lobos' rival cartels. That weakens the Lobos' rivals, and only strengthens their position."

"Why would they-" Marlene stammered.

"There've been rumors going around for years about some of the darker secrets the Lobos are rumored to hide," Marc said, as he closed his eyes and leaned back in his chair. "Some people have accused them of making deals with demons to strengthen their positions. It's clear why they did this-to benefit from weakening their rivals. It's this mysterious entity, demon, or whatever it is that I'm worried about."

Marlene merely closed her eyes and looked away, as Marc reached out and took her hand in his.

As he emerged from the basement onto the main floor, he looked out the window and caught the look of the bright moon.

Marc could feel Selene calling out to him, knowing that she needed her champion.

Tonight, he would rest, but tomorrow the moon would be full.

And the battle would begin anew.

The battle of the Moon Knight.

(**_Next Issue:_** As Rick and his friends search for a new place to live, Sleepwalker tries to investigate the mysterious hallucinogenic murders. His search for the truth leads him to cross paths with Moon Knight, and the two heroes team up to combine their efforts. However, they find that the Lobo brothers' plans run far more deeply than either of them could have suspected when they discover the identity of the mysterious demonic entity with whom the Lobo brothers signed their demonic pact! All this and more in _Sleepwalker #59: Knightmare! _Guest-starring the mysterious Moon Knight!)


	66. Knightmare

_Now do you see what I offer you? _the entity told Eduardo and Carlos Lobo as they communicated with him in their minds. Through the use of mystical hallucinogens like peyote, the Lobo brothers were able to commune with any number of entities from the spirit world, the drugs altering their minds so that they could commune directly with the supernatural beings even if they were not themselves telepaths. The brothers were beyond words as they spoke with their mysterious ally-they heard his words in their native Spanish while the entity heard their words in his own tongue.

The Lobos had become heads of a major Mexican drug syndicate in no small part thanks to their dealings with the otherworldly demons and monsters who helped them in exchange for sacrifice and service.

_You're influencing our customers, _Eduardo realized. _When they take the drugs imbued with hallucinogens, you connect to their minds and drive them to commit murders, bombings and other crimes that undermine our rivals. The people who do these crimes have no relation to us, which makes it all the harder to prove that we're responsible for it. And oftentimes these crimes are disguised by other random incidents of madness and violence, which serve as a cover for the true crimes. And the vast majority of our customers are not influenced by you at all, so that our product doesn't get a bad reputation. _

_How masterfully planned, _Carlos noted. _Our rivals in the drug wars are suffering, and we're making more money than ever. But what do you gain from helping us?_

_Didn't I tell you before? _the entity replied. _Freedom! Freedom from the prison I am trapped in, freedom to take vengeance on my enemies and freedom to rule over my home once more! _

_And just who are your enemies? _Carlos demanded, an edge coming into his voice now. _Are your attempts at revenge and rule going to threaten our interests? _

_Please, _the entity seemed to smile maliciously. _Would I have made a deal with you if I intended to let that happen? Only fools betray their allies when everything is going well, and both sides are living up to their ends of the bargain._

The entity knew full well that the Lobo brothers were suspicious of him-they'd have been idiots not to be-and they were on the alert for any indication that he might betray them.

Of course, mistrust and suspicion could be just as useful as any amount of trust and goodwill.

The entity knew that perhaps more than anyone.

* * *

SLEEPWALKER #59

"KNIGHTMARE"

* * *

Since he'd begun working at the _Daily Bugle _last year, Rick Sheridan had become used to publisher and editor-in-chief J. Jonah Jameson's bullhorn shouting, to say nothing of the way he ran the place like a field marshal. He would call people into or out of the office, subject his editors and reporters to blistering rapid-fire questions, type articles with lightning speed, carry on three phone conversations at once and personally review every word of every line of every article of every edition of the newspaper before it went to press.

And yet, in the last couple of months, things had been even more grueling than usual. The Republican nomination race for the 2008 Presidential elections were in full swing, and Jameson seemed to have made it his personal mission to singlehandedly destroy Rudolph Giuliani's campaign for the Republican nomination. As per Jameson's direct orders, the _Bugle _had published article after article had been published regarding various ethical issues surrounding deals involving Giuliani's consultancy firm, his extramarital affairs and promotions of his political allies.

That was one of the things driving Rick to the brink of exhaustion at work-he barely understood half of what the articles he was being made to proofread were actually talking about. At first Rick hadn't minded the extra hours, as the extra money he'd earned had been very helpful. Now, however, he simply couldn't keep up with the grind, and his university studies were suffering for it.

"What's Jameson's problem with Giuliani, anyway?" Rick asked his friend Julia Winhill as they grabbed an early dinner in the _Bugle's_ lunchroom one night late in November. "Didn't he used to be the Mayor of New York?"

"Jameson's hated Giuliani for years," Julia explained. "There were lots of different reasons-civil liberties violations, problems with the black community, his not doing anything to promote mutant rights. And then there was crime-Giuliani's law enforcement initiatives were a joke. New York became the most crime-ridden city in America during his mayoralty, especially once the costumed supervillains started popping up, and it's stayed that way ever since."

"…Wow," Rick blinked. "I can see why Jameson has it in for him. Anyway," he continued, eager to change the subject, "did you have any luck finding a place we could move to?"

"Nope," Julia sighed. "And we've got, what-about a week and a half before we have to move?"

"Well, Kenny said he'd look too," Rick replied, referring to Kenny Anderson, another of their friends. "He said we could each pay a smaller share of the rent if he moved in with all of us." Ever since New York City Council had abolished rent controls in the city, apartment owners had wasted no time in increasing the rents for many of their tenants. As a result, Rick, Julia and their friends Alyssa Conover and Red Ericsson could no longer afford their apartments and were planning to move into a shared condo or house that they could split the rent on.

"Do you really think it's such a good idea to be putting so much faith in Kenny?" Julia pointed out. "I mean, he's the first one who'd say just how big a mistake that would be."

They shared a strained laugh at that, but Rick and Julia both knew that if they didn't find a solution to their housing problem, and fast, they were going to be in serious trouble.

* * *

Within Rick's mind, the Sleepwalker brooded over his own problems. His recent experiences with the strange bursts of madness occurring in New York had made it clear to him that some strange supernatural entity was driving these people insane and using them as human puppets as part of its larger agenda, whatever it was. There was no rhyme or reason to the attacks-Sleepwalker had defused a hostage situation that in turn appeared to have been cover for the destruction of a drug lab. Although Sleepwalker had his suspicions, he couldn't tell for sure if the two incidents were truly related.

The most puzzling part of it all was the fact that there didn't seem to be any kind of direct attack or demonic possession that he or the other Sleepwalkers still in the Mindscape could have detected and stopped. How could these human puppets have possibly made a connection with this strange entity?

Unless…

The entity wasn't the one making the contact. Was it possible that these people were the ones initiating the contact, coming to it rather than the entity coming to them? That would explain why the Sleepwalkers had not been able to detect it-the supernatural entity was not directly assaulting and controlling the humans' minds the way a Mindscape demon typically would. Rather, the humans were the ones connecting their minds to the entity, which then influenced them through a channel the Sleepwalkers would not normally notice. That would explain the strange psychic imprints Sleepwalker had encountered that weren't typical demonic possession-they were the aftereffects of the entity's suggestions and manipulations still affecting the humans' minds.

The Sleepwalkers existed to protect the minds of humans and the other races of this dimension from being attacked by otherworldly monsters and demons. However, when the humans were the ones who initiated the contact, even if they did not realize they were doing it, there was little the Sleepwalkers could typically do about it.

The question of who was responsible was another matter entirely.

Was it D'Spayre?

The Shadow King?

The Dweller in Darkness?

Nightmare?

Sleepwalker wasn't sure, but he intended to find out.

* * *

That night, after Rick had gone to sleep and had completed his homework, Sleepwalker set out on his nightly patrols. He knew that his first order of business was to visit Four Freedoms Plaza and schedule a meeting with Reed Richards to let him know of these strange psychic phenomena and also get some more information on what had happened to Mr. FX.

Flying above the New York rooftops, Sleepwalker stopped short when he saw the flares explode into bright flashes of silvery light. The flares had clearly been thrown in the air from below to attract his attention-looking around, Sleepwalker saw another series of silvery flashes exploding on one of the rooftops below him. Standing among them was a silvery human figure that seemed vaguely familiar to Sleepwalker but that he couldn't otherwise place. The figure clearly wanted to attract Sleepwalker's attention, although he didn't seem hostile.

Lowering himself to ground level, Sleepwalker saw that the new arrival was a tall man clan in a costume of dim silver that seemed to shimmer as it absorbed the moonlight. The symbol of the crescent moon was emblazoned across his chest, and he wore a long hooded cloak that seemed to flow around him like moonlight shining across a lake or a river. His face was covered by a dark mask that seemed to reflect the shadows around him, with only a pair of bright white eyes visible in the darkness.

_"You are…" _Sleepwalker ventured.

"The Moon Knight," the new arrival explained. "I understand you've taken an interest in the mysterious outbreaks of insanity that seem to be cropping up all over the city."

_"How could you presume to know my intentions?" _Sleepwalker demanded, unnerved by how Moon Knight seemed to be able to read his thoughts.

"It's a logical conclusion," Moon Knight replied calmly. "Your battles with Psyko, a monster known for inflicting madness on his victims, are pretty well known, as are your recent conflicts with other supernatural entities like Mr. FX and the Shiver Man. Your warp vision is a strange psychic force that allows you to move, manipulate and reshape inanimate objects. You've repeatedly disappeared and faded into nothingness in public view. It stands to reason that you'd take an interest in these strange supernatural occurrences."

_"And how did you presume to find me?" _Sleepwalker continued, his eyes narrowing.

"Studying the media reports that describe where you've appeared, I got a rough idea of where your patrols start and where you frequently go," Moon Knight explained. "It took me a few nights to pin down your exact location, of course."

_"…And now you have found me," _Sleepwalker said suspiciously. _"Why then, have you sought me out?" _

"Because I need your help," Moon Knight explained. "More than any other hero, you seem to be familiar with psychic phenomena and the supernatural. I've traced the source of the mysterious outbreaks of madness to their source-various types of illegal drugs are being laced with mystical hallucinogens like peyote. When the users imbibe these drugs, their minds become connected to some mysterious otherworldly entity who's then driving them to commit various acts of madness."

_"Would my assumption that you desire my assistance in discerning what strange supernatural entity these drug users are connecting with, as well as the entity's motives for influencing them, therefore not be erroneous?" _Sleepwalker noted.

"That's right," Moon Knight nodded. "I don't know if you're aware of how widespread this entity's influence has become-outbreaks of madness are occurring all over the continent. It's building to something-I don't know what it is, but it's not going to be good."

Sleepwalker thought on that for several moments, wondering whether he could trust Moon Knight. He hadn't heard much about the mysterious silver-cloaked warrior before now-Moon Knight's exploits rarely made the news, and he usually seemed to keep a much lower profile than the likes of Spider-Man, the Fantastic Four or even Sleepwalker himself. He was also distinctly unnerved by how much Moon Knight had been able to deduce about him from his crimefighting activities as a superhero.

Even then, Sleepwalker remembered, what little he had heard about Moon Knight had been uniformly good. Moon Knight had fought bravely to protect the innocent citizens of New York against the riots caused by the likes of Spectra, Fever Pitch and Psyko in the past, to say nothing of his heroic activities during the mob war that had torn through New York during the summer. Not to mention that Moon Knight clearly had more knowledge of what was going on than likely any other New York hero. He clearly represented Sleepwalker's best chance of figuring out what was really going on.

_"Your sentiments clearly reflect my own," _Sleepwalker frowned. _"For this reason, I shall assist you by any means that are within my capacity to do so. Might I ask what your suggested course of action would be?" _

"We hunt," Moon Knight replied with icy calm.

* * *

Sleepwalker and Moon Knight were equally at home in the darkness, becoming as one with the night as they flowed from one shadow to the next with barely a whisper. Sleepwalker was like a silent dream that passed secret and unnoticed through the mists of sleep, while Moon Knight was like his namesake in that he surrounded himself with the night and made it his own.

The two heroes had explained to each other what they'd each figured out about the situation, and now they were seeking someone under the effects of the tainted narcotics. Moon Knight had the best idea of where such people would strike next, and then Sleepwalker would study them to try and identify whatever mysterious entity they were dealing with.

Finally, they came to a halt at one of New York's port harbors, where Moon Knight knew that the criminal syndicate belonging to Crimewave, the flamboyant mob boss who'd given himself a codename despite being neither a mutant nor a supervillain, was making a major cash transfer tonight. Thwarting the cash transfer would cause Crimewave serious problems, problems from which the Lobos were sure to benefit. Moon Knight was all but certain that they would try to strike at it.

It was all happening as Moon Knight predicted. Crimewave's men were meeting and conducting the transfer, guards posted all around. Everything was dead silent, Sleepwalker and Moon Knight hiding in the shadows of the warehouse above the dock where the transfer was taking place, when the gunshots began. Almost out of nowhere, loud arcane chanting began echoing through the air, seemingly from every direction. Soon, the source of the chanting revealed itself-a collection of teenage runaways, homeless indigents and other drug addicts, all carrying deadly weapons and firing them with reckless abandon.

Chaos erupted as Crimewave's men began fighting back against the bizarrely chanting homeless people. That was when Sleepwalker and Moon Knight intervened, making haste to ensure no one was killed in the crossfire. Sleepwalker used his warp vision on the concrete dock to raise barriers between the shooters, protecting them from each others' bullets, even as he used other parts of the deck to trap and bind the gunmen. Moon Knight was no less efficient, knocking many of them out with thrown pellets that exploded into sleeping gas, and entangling several others with special nets that dramatically expanded after they were thrown. A few of the gunmen tried to attack Moon Knight, but they were easily taken down by Moon Knight's thrown crescent-shaped shuriken or his three-piece nunchuks.

It didn't take long for Sleepwalker and Moon Knight to subdue both Crimewave's men and the drug addicts attacking them. Crimewave's men were struggling and shouting angrily, exactly the reaction Sleepwalker would have expected, but the addicts were still chanting bizarrely. They were speaking in a strange, obscure language that Sleepwalker did not recognize, seemingly staring off into the night sky as they babbled obliviously.

"…They're chanting in Latin," Moon Knight realized. "Why would they do that?" he wondered, as Sleepwalker walked up to one of the chanting addicts.

Reaching out, Sleepwalker put his hands on the man's head and concentrated as he began to mindcast. Mindcasting was a technique used by Sleepwalkers and other inhabitants of the Mindscape that allowed its user to briefly connect with and scan the minds that connected to the Mindscape. The Sleepwalkers frequently used it to determine if the minds of humans and other races were possessed by demons. Since he had become trapped on Earth, Sleepwalker had used it once before to save Julia from the mindmite that risked destroying her mind.

Now, Sleepwalker hoped to find the truth behind whoever was influencing these humans to commit increasingly horrific and destructive crimes.

* * *

The chanting seemed to come from everywhere as Sleepwalker manifested within the addict's mind, echoing in the background. The psychic imprint Sleepwalker had previously noted in the minds of the other addicts was all the stronger now that Sleepwalker had projected himself into the addict's mind, and Sleepwalker soon realized that it was the source of the chanting. It seemed like a yawning void, a tunnel from which a malign influence radiated, and which seemed to call out to Sleepwalker, enticing him to make his way into its infinite mysteries.

_Was this what these victims have been sensing? _Sleepwalker wondered, as his manifestation stepped cautiously forward. _An unknowable mystery, something they hoped to know and yet could not? And yet, there is clarity here, a higher wisdom that purports to guide its victims and plants suggestions in their minds. _

That realization made the psychic imprint that connected the addict's mind to its mysterious tutor, take on a distinctly malign form to Sleepwalker. It was all a lie, an illusion that provided the human addicts with comfort even as the entity made them into its puppets and led them to commit increasingly gruesome crimes in an escalating cycle of misery and horror…

Sleepwalker felt a maddening sense of familiarity as he studied the void further, as the ugly, sickening truth finally dawned on him.

_He is always beside you, in the darkness of your mind. _

_When you are lost and alone, he offers a path, a shining beacon of hope to lead you home. _

_That hope is a lie, one that traps you in his cycle of despair and suffering. _

_You take comfort in his presence even as he destroys you._

Withdrawing from the addict's mind, Sleepwalker broke off his mindcasting.

* * *

Even to Moon Knight's experienced eyes, Sleepwalker's face was an expressionless mask as he held his hands against the addict's cheeks. However, as Sleepwalker broke off the mindcasting and opened his eyes, his expression was one of grim horror.

_"I have little doubt but that this crisis is much graver than we had initially suspected," _Sleepwalker explained to Moon Knight's questioning gaze. _"I am all too familiar with the monstrosity responsible for these crimes, and who is driving these people to commit the crimes that they do." _

"Who is it?" Moon Knight asked grimly.

_"Cobweb is the demon responsible for my present state of affairs, and the sorrow and death that have followed in its wake," _Sleepwalker said grimly. _"My imprisonment and banishment to this world were part of a greater scheme he masterminded to turn this world into a living nightmare, enslaving the whole of humanity in the process. I was successful in thwarting that plot and imprisoning him in the Mindscape, and now I have no doubt but that he is making an attempt to escape." _

To Sleepwalker's surprise, Moon Knight nodded once and then shuddered dreadfully. He closed his eyes briefly and then looked up, staring blankly at the sky, seemingly unaware of Sleepwalker, Crimewave's screaming men or the chanting addicts.

* * *

_A cycle of hate…_

_All the blood on my hands…_

_So young and arrogant, I took my trust fund and set out to make my way in the world to spite my parents…_

_Embittered by my conflicts with my family, I crossed paths with Raoul Bushman in Greece, and in my hubris and hate deliberately provoked and insulted him…_

_He captured me and brought me to a forgotten temple…_

_For three days, he and his thugs forced me to watch as they defiled and then murdered all those people, ending with my family…_

_They left me alone in that defiled shrine, surrounded by blood and death, to starve and die…_

_I nearly fell into the madness that Sleepwalker describes, but for a voice calling me in the darkness…_

_Selene, the Greek goddess of the moon, witnessed what happened in her temple, and wept for those who suffered in her domain…_

_In my grief and my guilt, I was ready to die, blaming myself for Bushman's sickening crimes…_

_But then Selene called out to me…_

_The moon is a point of light in the darkness, struggling against it to provide light and comfort to those it watches over. Selene provided me that light when I needed it the most, helping me realize that there was a better way for me to come to terms with my guilt. It was then that I became the goddess's champion, battling against the evils of the night. _

_As the Moon Knight, I was born of such a cycle of anger and loathing, and now I exist to fight evils like those that were inflicted on me in Selene's house, and to atone for my anger and pride in allowing them to happen. _

* * *

_"Are you alright?" _Sleepwalker asked in deep concern, seeing Moon Knight shudder.

"…Yes, I'll be fine," Moon Knight assured him. "What you're talking about just reminds me of some of the past problems I've had to deal with. Come on, let's call the police and get out of here. We need to talk."

It didn't take very long for the police to arrive or to arrest Bazin's men and the gun-wielding drug addicts, and soon afterwards Sleepwalker and Moon Knight found themselves on a warehouse roof discussing their next course of action.

_"Do you have any capacity for traveling to the Mindscape to attend to Cobweb's malfeasance?" _Sleepwalker asked. _"I ask because I am presently confined to this dimension, and lack the wherewithal to return to the Mindscape on a permanent basis." _

"No, I don't," Moon Knight shook his head. "And there's still the Lobo brothers to deal with, too. You know, it's strange…" he trailed off, weighing everything Sleepwalker had told him tonight.

"How exactly will Cobweb escape from his Mindscape prison through connecting with the minds of these drug users?" Moon Knight asked.

_"Cobweb thrives from the cycle of hatred, violence and misery that is perpetuated by the violence that he provokes his victims into committing," _Sleepwalker explained. _"Think of the mutual atrocities in Israel and Palestine, or Northern Ireland, or the Balkans, and you will see Cobweb's depraved manipulations. The bloodshed in those regions, inspired by ancient feuds and the desire for revenge against past wrongs, was in no small part inspired by him. In turn, it leads to future discord and hatred, and Cobweb thrives all the more."_

_"In this particular case, the bloodshed already committed by the victims of Cobweb's influence has and will continue to provoke further violence and destruction. I have no doubt but that Cobweb will continue to escalate the damage he is doing, and benefit from the chaos he therefore causes until he gains enough power from it to escape from the prison in which I have confined him. From there, I have no doubt that he will take his bloodshed to yet another level, and further expand his power once again. Should he succeed, I have little doubt as to whether even forces as formidable as the likes of the Fantastic Four or the Avengers can hope to thwart his efforts." _

"That's bad for business…" Moon Knight realized.

_"I do not comprehend the direction of your thoughts," _Sleepwalker told him.

"Somehow I doubt the Lobo brothers would see Cobweb escaping to cause all this mayhem as being good for business," Moon Knight stated. "I'm even beginning to wonder if Cobweb made any particular demands on them-would he have lied to them about his intentions?"

_"What you describe is possible, although exceptionally unlikely," _Sleepwalker shook his head. _"Direct and blatant lies are not Cobweb's preferred method of deception. Rather, he uses distorted half-truths and subtle illusions to goad his victims into thinking what he desires them to, leading them to believe that they had always attained the conclusions of their own free will." _

A smile crossed Moon Knight's face as he realized that.

"The Lobos likely didn't know what they were getting into. I'm sure they're suspicious of Cobweb, whose identity they probably don't even know," Moon Knight realized. "I'm assuming you have other commitments in this world, don't you?"

_"Precisely so," _Sleepwalker nodded. _"What are you planning?" _

"I have other commitments too," Moon Knight explained, "and in any event I'll need to think things over. But suffice it to say that there are possibilities. Would you be willing to meet here, say…three nights from now?"

_"Most assuredly," _Sleepwalker agreed, _"but what are your intentions in the interim?" _

Moon Knight just smiled wryly at Sleepwalker, before he turned and leaped into the air, firing his grappling truncheon and swinging away in a way that reminded Sleepwalker of Spider-Man.

* * *

Returning home from work the next day, Marc Spector headed for the hidden sub-basement where he conducted his activities as Moon Knight. Sitting down in front of his computer, he began weighing the various options in front of him.

He knew he needed to strike back at the Lobo Brothers, but how was he going to do that? Going to Guadalajara to confront them personally wouldn't be the best move-he'd have to somehow explain Marc Spector's disappearances for a few days, not to mention that the Lobos would have the advantage of knowing the terrain. It would take him a few days to prepare for the confrontation-time that he likely didn't have to spare.

Between his own findings and what Sleepwalker had told him, Marc now had just about figured out the scale of the Lobos' operations, including who they'd had killed and the strategic gains they'd obtain from doing so. He briefly contemplated releasing that information to the Lobos' criminal enemies, but then he realized that would be a bad idea too. More likely than not, the other crime syndicates and drug cartels would retaliate with street violence of their own, triggering the exact kind of street warfare that Moon Knight wanted to avoid.

There was another way around it, of course. If he couldn't get to the Lobos, he could potentially force them to come to him. It would be extremely risky, but he would only be putting himself in danger, rather than anyone else…

It took Marc a few hours to hack into the Lobo cartel's computers, but once he did it wasn't too hard to plant his message in their files where he knew the Lobos would see it:

_I know about your murder of Philippe Bazin's main drug distributor in the Bronx in New York. _

_I know about your leading Howie and his branch of the Crips to blow up the main distribution centre for the Redside cartel in Los Angeles. _

_I know about your firebombing Senor Muerte's labs in Guatemala. _

_I know how you did it, and how you think it couldn't have been traced back to you. _

_Believe me, it could. _

_I have all the information, and I'm willing to release it to your criminal rivals. _

_Or maybe I could just release it to the police here and now. _

_You might be wondering why I haven't done those things already. You might be thinking that I won't want to risk the violence that could result from your criminal rivals, or that the police wouldn't have the evidence to convict you. See, that's why I hacked into your files-that way, I could get all the evidence I needed to give to the police. As for your rivals, I can cherry-pick the things I send to them. It'll keep the violence to a minimum, you know. _

_The real reason, though, is that I want you for myself. You've been causing bloodshed and murder in my city, and you're going to pay for it. Come to New York and settle things here. Besides, as you've probably figured out by now, you can stop me from ruining you if you kill me. _

_Oh, and don't expect the demon who's been helping you to save your hides. I'm already dealing with him-he helped me find out about just how far your activities reached. Not to mention that, if he succeeds in what he's really planning, you're going to be just as fucked as everybody else. _

As he typed in the information on how the Lobos could contact him, Marc reflected on the real reason he hadn't gone to the police with the information he had. The fact was that it would take far too long for the police to begin undermining the Lobos' activities, and if Sleepwalker was right they only had a short time before Cobweb would begin taking his activities to the next level. By then, both Cobweb and the Lobos could very well be too powerful to truly stop. This way, Marc knew, he would be able to force the Lobos' hand and also break whatever trust they still had with Cobweb. Chances were that they were already suspicious of Cobweb, and this would drive a very nice wedge between them.

Besides his reservations about the police and the Lobos' criminal rivals, Moon Knight had been deadly serious about what the Lobos had been doing to his city. He'd already had to deal with enough violence and death in New York due to the cocaine and other garbage that people like the Kingpin, Philippe Bazin and Crimewave were spreading like a disease.

So far Moon Knight hadn't been able to figure out how to deal with New York's crime lords, but he had every intention of punishing the Lobos for everything they'd done.

Paying the Lobos back for the blood on their hands would help him cope with the blood on his.

* * *

Resting in Rick's mind the next day, Sleepwalker thought long and hard as he reflected on what Cobweb was planning.

He thought of Cyrus O'Donnell, driven to suicide by the maddening tortures that Cobweb had put him through.

He thought of his older brother N'ogskak, the one who had taught Sleepwalker everything he knew about the world and his heritage as part of his race. N'ogskak had been taken by Cobweb and warped into a Dreamkiller, a twisted abomination of everything his race stood for, trapped in the hell of knowing full well he was a monster but unable to do anything about it until Sleepwalker killed him.

He thought of the pain Rick and his friends had suffered when they learned of Cyrus's death-no, his murder-and the trauma Rick had experienced when Cobweb had first trapped Sleepwalker in his mind.

It all came back to Cobweb.

It always came back to Cobweb.

As disgusted as he was by the Lobo Brothers and the victims they had made of thousands of drug users, Sleepwalker knew that Moon Knight would be able to deal with them. He also knew that unless he did something, and quickly, Cobweb was going to unleash a storm of violence and murder that would free him from his prison and allow him to cause even more havoc in the Mindscape.

Sleepwalker might have been trapped in Rick's mind through his link with Rick's consciousness, but there were other ways to return to the Mindscape. Rick's mind still contained the mental repolarizer that could reverse the link between Sleepwalker and his human host, allowing Sleepwalker to return to the Mindscape while carrying Rick's consciousness in his mind. That wasn't an option, though. Sleepwalker had absolutely no intention of endangering Rick the way he had the first time they'd reversed their fusion and returned to the Mindscape to confront Cobweb.

No, there was another way of returning to the Mindscape. Reed Richards still had Sleepwalker's Imaginator, which he'd taken for study in hopes of finding a way to send Sleepwalker home, but his efforts had been in vain. There was every possibility, however, that Sleepwalker could get Reed to send him back to the Mindscape while Rick was asleep. He might be pulled back into Rick's mind once Rick woke up and his connection to the Mindscape closed, but that would still give him plenty of time to deal with Cobweb.

Sleepwalker would then be able to confront Cobweb.

It would be just like when Sleepwalker had encountered the Ghost Rider after they had saved Rick and the rest of his human friends from being murdered by Deathwatch and the Scarecrow.

Justice.

Vengeance.

(_**Next Issue:**_ Rick and his friends try to find a new home before they're evicted from their apartments, even as Kenny offers a potential solution. Sleepwalker and Moon Knight have much bigger problems, as they prepare to confront Cobweb and the Lobo Brothers for the mayhem and suffering they have caused! All this and more in _Sleepwalker #60: Showdown! _Guest-starring the mysterious Moon Knight!)


	67. Showdown

"He fucked us over!" Carlos Lobo shouted in Spanish at his brother Eduardo. "We got sold out to Moon Knight!"

Carlos was like a caged animal, pacing restlessly around the offices of their rich Guadalajara estate as they considered the threatening message from Moon Knight, the New York-based superhero who claimed to have figured out the plot they'd hatched with an otherworldly demon. By lacing the drugs they sold with peyote and other hallucinogens, the Lobo brothers would connect their customers' minds to the demon, who would in turn use them to commit acts of murder and violence that would undermine the Lobos' rivals in the drug trade. The demon, in turn, would use the hatred and suffering generated from the violence for his own purposes, although what that could be the Lobos were not sure.

The Lobos had thought the plan to be almost completely undetectable, but when Moon Knight contacted them out of the blue to tell them that he knew all about it, they realized they'd been badly mistaken.

"He's bluffing!" Eduardo tried to calm Carlos, although like his brother he too was on edge. "There's no way the police could act on such short notice! He's just trying to throw us!"

"Then maybe you can tell how he found all that shit out, huh?" Carlos spat angrily. He was doing his level best to keep himself from howling, although his hackles had risen up and it was all he could do to keep himself under control.

"He hacked our phone records and our computer networks," Eduardo snarled back, his canines especially prominent. "You've heard about the kind of shit he can pull! This is all part of his plan!"

"I knew we never should have trusted that son of a bitch," Carlos growled. "If this is all part of his plan, how the hell did he know about the demon? We never told anyone about **that!**" he finished.

"He probably figured it out on his own!" Eduardo insisted. "He's supposed to be a detective hero or some shit like that!"

"No, he-" Carlos began.

"Listen to yourself!" Eduardo snapped at him. "This is exactly what he wants us to think! If you go to New York, you'll be heading right into his trap!"

That made Carlos pause.

More than anything else, the Lobos hated being caged.

They could accept setbacks, they could accept financial losses, they could accept physical injury, but they could not accept being caged.

They could never accept being caged.

* * *

SLEEPWALKER #60

"SHOWDOWN"

* * *

Rick Sheridan and his friends knew they were just about out of time. Rick, his girlfriend Alyssa Conover, and their friends Julia Winhill and Red Ericsson were all about to be evicted from their apartments for not being able to pay the rent increases their landlords wanted. They'd thought of pooling their resources to find a shared house or condo where they could split the rent, but so far they hadn't been able to find one they could really use.

Now, sitting in the Student's Union Building at Empire State University, they were waiting for their friend Kenny Anderson, who'd offered to look for a place they could live. Rick and his friends had agreed to meet for lunch to discuss their options, realizing that this was pretty much their last chance.

"So, what's the verdict?" Rick asked his friends.

"I came up empty," sighed Red.

"Me too," Julia frowned.

Alyssa just shook her head.

"I looked in the _Daily Bugle'_s want ads, but everything they had was either too expensive or too far from the university. Apparently there's a real housing crunch going on, especially with all the other people who are getting evicted from their apartments."

"So it looks like it's up to Kenny?" Alyssa asked.

"That's it, we're doomed," Red facepalmed. "I mean, could you seriously ever expect him to-"

"Hey guys!" Kenny said brightly as he came over to join them. "I've got great news!"

"Hillary Clinton's dropped out of the 2008 Presidential race?" Red asked sarcastically.

"Better," Kenny grinned as he sat down. "I found a place where we can live!"

All his friends just stared at him in amazement.

"…Seriously?" Rick asked. "Where is it?"

"Not too far from here," Kenny said, before he gave them the address. "It belongs to a professor who's going on sabbatical for the next year to do some research in South America. He's going to sublet the house and make some extra money off it while he's away."

"And no one else knows about this?" Julia asked incredulously. "How long ago did he-"

"He only decided last week," Kenny explained. "He's a friend of my parents, and told them what he was planning to do at a party they had. They put me in touch with him, and I got us a good rent if we split it five ways."

Everyone just stared at him.

"I did something right," Kenny shrugged. "I'm as surprised as you are, believe me."

"Now comes the hard part," Alyssa sighed. "Moving all our stuff out of our apartments."

"Maybe Sleepwalker could do it!" Kenny suggested. "He's probably strong enough to carry a lot of our things…" he said, before trailing off as he saw how his friends were shaking their heads, putting their faces in their palms, or trying to stifle their giggles.

"One step forward, ten steps back," sighed Julia.

* * *

That night, as Rick fell asleep, he found himself appearing within his mind, as he so often did whenever the Sleepwalker that was trapped in his mind wanted to talk to him.

"What's up, Sleepy?" Rick asked him. "Are you going out tonight?"

_"There is a subject that requires our most urgent, immediate and forthright discussion," _Sleepwalker said, a grim look on his face. _"I cannot depart in good conscience without speaking to you about this matter." _

Rick blinked in surprise, wondering why Sleepwalker looked so serious.

"…What's the matter?" he asked, concern coming into his voice.

_"I have discerned an exceptionally serious plot, and one that requires my immediate attention," _Sleepwalker explained. _"There are matters of important concern to you, especially, that I believe you should be aware of." _

"I'm listening," Rick nodded.

Sleepwalker took several moments to explain to Rick about the plot hatched by the Lobo brothers to lace the drugs they sold with hallucinogens, and how that led to an outbreak of seemingly random murder and violence that would be used to further the interests of both the Lobos and the demon they worked with, before going on to detail how he'd met Moon Knight and was planning to deal with the problem.

"So **Cobweb **is behind all this?" Rick asked in horror.

_"Precisely so," _Sleepwalker nodded. _"Now you understand why I desired to make you aware of the present situation," _he finished, knowing that Rick needed no reminding of how Cobweb's manipulations had led to Cyrus O'Donnell's murder, the deaths of Rick's parents and Sleepwalker's brother N'ogskak and the near ruin of Rick's life after Sleepwalker had become trapped in his mind.

"So what are you going to do?" Rick asked him, anger creeping into his voice.

_"I am going to the Mindscape to deal with Cobweb once and for all," _Sleepwalker said, his voice an icy calm. _"I shall see to it that he receives his just reward not only for what he has done to N'ogskak, Cyrus and your family, but also the countless other victims he has hurt through his vile pact with the Lobos. I swear to you, by the Sacred Thoughts of the Silent Ones, that he shall not escape my wrath!" _

"Why don't you do it now?" Rick asked curiously. "We could just use your mental repolarizer." The mental repolarizer was a tool that reversed Rick and Sleepwalker's fusion and allowed Rick's consciousness into Sleepwalker's mind. When their fusion was reversed in this way, Sleepwalker was able to traverse back into the Mindscape. Since that time, Rick and Sleepwalker had left the repolarizer in the depths of Rick's mind for safekeeping if they ever needed it again.

_"This journey is extremely perilous, Rick," _Sleepwalker shook his head. _"To confront Cobweb, I must journey to a particularly dangerous part of the Mindscape where we imprison the demons and the monsters of our dimension. Any Sleepwalker who travels there does so at the risk of his own life. I cannot and I will not endanger you in such a manner!" _

"We've done it before," Rick protested.

_"These circumstances are infinitely more dangerous than the previous occasion," _Sleepwalker shook his head once more. _"I am informing you of this subject to let you know not only of the implications for yourself, your family and your friends, but also to make you aware that I may not return alive from this mission. Should that occur, I would ask you to give my regards to your friends. You and they have an immense potential that you are just now becoming fully aware of, and I am certain that you will all accomplish anything and everything that you desire." _

Rick stood in silence for a long time.

"…How are you getting back to the Mindscape?" he finally asked.

_"Reed Richards has previously informed me that he was capable of arranging my transportation to the Mindscape through an interdimensional portal, although I would only be capable of doing so while you are asleep. When you awaken and your connection to the Mindscape closes, I shall be pulled back into your mind, just as if I were in this dimension," _Sleepwalker explained.

To Sleepwalker's surprise, Rick didn't seem so much thrilled by the idea as deeply concerned. Rick looked down at the ground for several moments, before looking back up at Sleepwalker.

"…Be careful, Sleepy," Rick said calmly. "And come back alive."

Sleepwalker only nodded once, before turning and departing into the human world, as Rick himself passed into full sleep.

* * *

_You fucked us over! _Carlos Lobo shouted at Cobweb angrily. He and Eduardo had imbibed peyote themselves, altering their minds' connections to the Mindscape so they could communicate with the dimension's otherworldly residents, including the demonic Cobweb. They were beyond language as they spoke, the Lobos hearing Cobweb's words in Spanish and Cobweb hearing the Lobos' words in his own alien tongue.

_ How else could Moon Knight have found out about your involvement with us? _Eduardo demanded pointedly. While he'd previously protested that Moon Knight had probably figured out Cobweb's involvement on his own, after thinking it over he'd come to agree with Carlos that there was no conceivable way Moon Knight could have done so.

_Fools! _Cobweb snapped back. _Do you honestly think that I would endanger such a mutually profitable association as ours? What would I gain by making this 'Moon Knight' or anyone else aware of what we are planning? Surely you know as well as I do that our plans depend on secrecy! _

_ Yes, except for the fact that they weren't as secure as you claimed, _Eduardo pointed out. _If you did not give us up to Moon Knight, then how did he discover the truth of our activities? _

_In all likelihood, he has allies in New York who possess a greater awareness than we may have realized, _Cobweb told them. _The Sleepwalker is said to possess formidable psychic powers, and it is quite possible that he may have discovered my involvement from reading the minds of the drug addicts I've been manipulating. _

_ Then why don't you do something about it? _Carlos shouted at him. _You're the big bad magical demon! _

_Watch your tongue, _Cobweb warned him, no longer amused by the Lobos' shouting. _Know that I have the capacity to affect thousands of your customers-would you care for me to focus the destruction on your cartel, rather than on your competitors, which has brought you so much power and profit?_

_As for why I haven't "done anything about it", isn't it obvious? _Cobweb continued. _I am still trapped, and I am presently unable to act! You are the only ones capable of attending to Moon Knight and this Sleepwalker being!_

_So you don't think Moon Knight is setting a trap? _Eduardo asked thoughtfully.

_I believe that he and this Sleepwalker are the only ones aware of our plans, _Cobweb explained, _and I believe that they are attempting to lure you to New York to delay or stop the further murder sprees that I will soon be implementing. _

Carlos and Eduardo realized that Sleepwalker and Moon Knight knew they didn't have much time. The Lobo brothers were fully aware that **they **didn't have much time either. It would take far too long to arrange for costumed assassins to go after Sleepwalker and Moon Knight, and if Moon Knight released the information he claimed he had to the police, the Lobos would have half the law enforcement agencies in North America focused on them. Even if they wouldn't be able to immediately arrest or raid the Lobos' facilities, the extra attention would cause them no end of trouble for the foreseeable future.

_And yet, if we kill Sleepwalker and Moon Knight, we can prevent that information from getting into the authorities' hands, _Carlos realized. _Even if Moon Knight has contingencies set up to release the information if he doesn't return…well, we won't have to kill him right away. _

_ There are, of course, ways to make him tell us what we need to know, _Eduardo pointed out. _After all, if some poor, unfortunate soul was held hostage and threatened until Moon Knight told us everything we asked him, surely a champion of virtue would have to help us, wouldn't he?_

As they withdrew in satisfaction, the Lobo brothers laughed. Opening their eyes as their minds returned to normal, they looked out the window of their estate and stared at the night sky.

The moon would very, very full and very, very bright.

* * *

Reflecting in the confines of his Mindscape prison, Cobweb hardly cared as to the fate of the Lobo brothers. If they killed Moon Knight and Sleepwalker-which was entirely possible, given how truly vicious they were when they let their inner beasts out to play-Cobweb would be free to proceed with the mass murders he was planning and finally break free of his prison.

On the other hand, it didn't matter to Cobweb if they failed. He would still cause the chaos he planned, and then he would be personally free to exact a particularly fitting revenge on the Sleepwalker who'd imprisoned him here. That was why he hadn't told the Lobos about Sleepwalker's connection to Rick Sheridan or any of his other human friends-Cobweb had no intention of letting anyone else destroy the humans his hated enemy had come to cherish.

It was entirely likely that Sleepwalker would try and find some way to return to the Mindscape and confront him directly before he could affect the Lobos' customers. That in itself hardly bothered Cobweb, and was in fact what he was hoping for.

Seeing Sleepwalker torn to pieces by the Lobos was one very attractive option. Forcing Sleepwalker to watch the suffering and agony Cobweb would inflict on his human friends was another lovely solution. Driving Sleepwalker insane in the Mindscape before personally killing him would be a fine choice as well.

Smiling wickedly, Cobweb knew that all he had to do was wait.

* * *

Arriving at the rooftop where he had arranged to meet Moon Knight, Sleepwalker did not have long to wait before the mysterious silver-cloaked vigilante appeared. Seemingly one with the darkness, Moon Knight appeared almost out of nowhere to greet Sleepwalker as they planned their strategy.

_"Have you determined an appropriate campaign of retaliation against the Lobos and Cobweb?" _Sleepwalker asked him.

"I don't think there's much else we need to collaborate on," Moon Knight nodded. "You realize that Mr. Fantastic could probably send you back to the Mindscape, right?"

Sleepwalker only nodded.

"Then it looks like we've got everything covered. I'll handle the Lobos, and you handle Cobweb."

_"You do not desire any assistance against the Lobo brothers?" _Sleepwalker asked in surprise.

"I don't know how much time we have left," Moon Knight shook his head. "Cobweb could strike tonight, he could strike tomorrow night, or whenever. You need to get back to the Mindscape as soon as you possibly can," he insisted.

_"And what of the Lobo brothers?" _Sleepwalker asked.

"They'll be here tomorrow night," Moon Knight told him solemnly. "And I'll be ready for them."

Between them, Sleepwalker and Moon Knight knew that there was nothing more they needed to say to one another, and they soon turned and vanished into the night.

Sleepwalker's subsequent visit to Four Freedoms Plaza accomplished nothing except his learning that Reed Richards would need a day to prepare his interdimensional transporter to send Sleepwalker back to the Mindscape. The alien warrior was not happy at having to wait another whole day, particularly when Cobweb might already be beginning his massacres, but he knew he was fortunate that Reed and the rest of the Fantastic Four had not been out on a mission to begin with.

Forcing himself to put aside his frustrations, Sleepwalker focused all his energies on his impending confrontation with Cobweb, a battle from which he knew he might not come back alive.

* * *

From within Rick's mind the next day, Sleepwalker watched Rick and his friends go about their routines seemingly without a care in the world. They stressed over their school marks, they laughed at each others' jokes, helped one another start moving their belongings into the new house they'd be renting and discussed subjects big and small as they ate. Rick's thoughts meandered from his love for Alyssa to his appreciation for Kenny's help to his thinking about his homework to his wondering how he would arrange his new bedroom.

Through it all, the realization of what Sleepwalker had told him also dwelled at the back of Rick's mind. Worry and concern for his alien friend was interwoven with his daily thoughts and observations, as was an underlying sense of anger at Cobweb for everything the monster had done to him and his loved ones.

Sleepwalker had always found it fascinating how Rick-and indeed, so much of humanity-could focus on such ordinary concerns and daily routines even in the midst of a dire crisis. Even as he worried about what could happen to Sleepwalker, Rick could also be sincerely happy for himself and his friends at their luck in finding a new place to live.

He saw their joy, he saw their frustrations.

_If it would be the only way to help someone in need, then I could eventually accept it. But if you don't need to sacrifice yourself…_

_ …Don't do it. I might end up missing you. _

And realized that he might never see them again.

* * *

It was midnight in Central Park, on a bitterly cold night at the end of November. There was an icy cold wind in the air, and the city lights cast eerie shadows as they filtered through the dead, leafless trees. The park was completely deserted, the only sound being Moon Knight's footsteps as he advanced to the meeting place. High above him, the full moon was shining brightly, reflecting off Moon Knight's cape and armor as he made his way to the meeting place.

Arriving in the clearing, he looked around warily, his body tensing in anticipation. He didn't have long to wait, his keen hearing picking up the footsteps behind him. Turning around, he saw the tall, muscled figure of Carlos Lobo stepping out from between the trees. The drug lord's face was suffused with a murderous look, as he contemplated the silver-clad hero standing in front of him.

"Where's your brother?" Moon Knight demanded in Spanish.

"He'll be along soon enough," Carlos assured Moon Knight. "Eduardo is just making sure you didn't cheat by booby-trapping the area. Oh, and he's also attending to our hostages."

Moon Knight's eyes flashed angrily.

"Come on now," Carlos chided Moon Knight. "You seriously didn't think we wouldn't anticipate your being ready to release the data anyway if we killed you? This is just to make sure you won't try and double cross us. Oh, and I'm sure you know that we're not bluffing. Even if we were, you wouldn't be willing to take the risk, now would you?" he finished with a smirk.

Moon Knight only narrowed his eyes.

"Then I guess there's nothing more to say," he noted as he stepped into a fighting stance. Reaching into his belt, he pulled out a small club-like weapon. Pressing the button on it, Moon Knight extended the club into a long staff that he spun around in his hand. Nodding once, he charged at Carlos Lobo.

Carlos Lobo's response was to loosen his collar and give a bloodcurdling howl. Glancing up at the moon above him, Carlos absorbed its energy. Hair began to grow all over his body, as his hands and feet were replaced with viciously clawed paws. His teeth grew sharp and prominent, as his face took on a lupine visage. His eyes began glowing in the dark, as a thick tail grew from his behind. Springing into the air with a vicious howl, the werewolf who called himself Carlos Lobo was out for blood, licking his lips as he savored the impending kill.

Rolling out of the way of Carlos's slashing, biting frenzy, Moon Knight came forward and viciously slammed Carlos in the side with his metal staff. Grunting in pain, Carlos lashed out with his claws, but Moon Knight ducked under the blow and delivered a crushing blow to Carlos's elbow as the werewolf brought his arm back for another strike. Unfortunately, as he staggered back Carlos viciously lashed out with one of his clawed feet, tearing painfully into Moon Knight's right thigh and down over his knee. Hissing in pain, Moon Knight raised his staff to block the downward claw swipes Carlos aimed at his head, before leaping back to regroup and plan his next attack.

Carlos howled and charged forward, leading Moon Knight to activate his boot jets. Springing into the air with his staff, he reached into his belt with his free hand and threw a bunch of crescent moon-shaped chai at Carlos. The chai ripped into his back, causing the werewolf to howl in pain and fall to his knees as Moon Knight landed some distance away.

Although his body armor had kept Carlos's claws from tearing too deeply into his right leg, Moon Knight was still forced to favor his left leg as he reached into his belt for another attack. He heard the enraged howl behind him in time and managed to dodge fast enough to avoid being torn to pieces, but he couldn't keep Eduardo Lobo from tearing long, bloody lines across his back and his left arm. Quickly spinning around as Moon Knight stumbled, Eduardo reached out and sank his fangs deep into Moon Knight's left arm.

Recovering from his wounds, Carlos charged forward as Moon Knight drove his staff into the side of Eduardo's head. Swinging his staff like a baseball bat, Moon Knight then smashed Eduardo in the jaw, shattering several of his teeth. Eduardo howled in pain, releasing Moon Knight, as Moon Knight reached into his belt and pulled out a collection of silvery flash bombs which he threw on the ground. The bombs burst into a bright silvery light, blinding the two werewolves and halting their attack. By the time their vision cleared, Moon Knight had disappeared.

Unable to locate Moon Knight even with their night vision, the Lobo brothers instead used their keen senses of smell to try and find him. Unfortunately, that proved no more effective as Moon Knight detonated the tear gas bomb that he'd dropped from his belt the moment he'd realized that the Lobos were werewolves, and which he hadn't had time to activate before now. Their noses too irritated to pick up Moon Knight's scent, the Lobos howled in protest as they searched for him in vain.

"You think you're so fucking smart, don't you?" Eduardo shouted out into the night. "If you're too much of a pussy to come out and face us, then we're just going to kill our hostages! We split up, but only one of us is going back to kill them!"

"Try and guess which one of us it is!" Carlos taunted, as the two werewolves began to run in opposite directions.

Eduardo suddenly howled in shock, as he stumbled into an expanding net that seemed to come out of nowhere as he passed between two trees. Thrashing furiously, he could only howl in pain as the net's wires suddenly became viciously sharp and cut into his skin. Covered in his own blood, Eduardo nearly passed out from the agony, the netting suddenly becoming softer and more flexible as he relaxed.

Recoiling in surprise, Carlos looked around as he tried to find Moon Knight. He knew that Moon Knight had to be the one who was responsible-how could he not be?-and scanned the night more intensely as tried to find where the cowardly piece of shit was hiding. The rustling of the trees up ahead caught Carlos's attention. Fueled by anger, he raced toward the trees, intending to spring up into them and tear the wounded Moon Knight to shreds.

A crescent-shaped boomerang emerged from the trees, spinning away from Carlos as he thrashed fruitlessly through the trees. Moon Knight wasn't there-he'd used his remote-controlled boomerang as a decoy-and he sprang down from the trees, intending to follow the boomerang back to its owner.

That was when Moon Knight emerged from the bushes Carlos had already passed, viciously beating the wolfman with his staff, which had now collapsed into a set of three-piece nunchuks. Carlos tried to bite back, but Moon Knight slashed him viciously with a set of crescent-shaped chai, held in his fingers. Torn and bloodied, Carlos Lobo fell back, as Moon Knight forced him into another one of his expanding net traps.

While Moon Knight hadn't been able to prepare the battlefield, he'd managed to get the lay of it as he came into the clearing and determine where the best hiding places were, where the likeliest escape routes were, and how quickly he could get from one place to the next. He'd strategically placed his expanding remote-controlled nets at all the likely exits while the Lobos were blinded by his flash bombs and unable to smell him because of his tear gas, after which he'd planted his remote-controlled boomerang in the trees to distract one or both of the Lobos.

Now, as the defeated Carlos Lobo thrashed helplessly in the net, he howled as Moon Knight remotely made the netting hard and sharpened once again, before relaxing it.

"You should know that I can make that netting as sharp as piano wire," Moon Knight warned Carlos Lobo as the werewolf coughed up some blood. "So unless you want to bleed, you're going to tell me everything I want to know."

"You heroes don't kill," Carlos snarled back defiantly.

"Who said anything about killing?" Moon Knight warned him. "I didn't say I'd kill you, I said I'd make you **bleed.** I'd think you could live as an amputee-what would you want to lose? A hand? A foot? One of each?"

"…What do you want?" Carlos demanded.

"The locations of your hostages," Moon Knight said evenly. "After that, I have no doubt that you and your brother are going to face some rather unpleasant kidnapping and attempted murder charges. That ought to be more than enough to hold you while half the continent's law enforcement agencies tear your cartel to pieces. I have all the information the authorities are going to need."

With those words, he dragged Carlos back to where Eduardo Lobo still lay helpless and torn. Once Carlos had given him the location of the Lobos' hostages, Moon Knight signaled Frenchie to send the Mooncopter to their location.

Over the next several days, law enforcement agencies ranging from the FBI to Interpol to the Mexican Federal Police would carry out a series of brutal raids on the Lobo cartel, arresting dozens of their lieutenants, seizing their assets and shutting down their labs. The Lobos' rivals in the drug trade wasted no time in taking advantage of the Lobo cartel's weakness, taking over their supply routes, looting as much of the Lobos' money and drug supplies as they could and passing all the inside information they had on the Lobos to law enforcement.

* * *

_"I am extremely appreciative of your consideration on such short notice, Dr. Richards," _Sleepwalker told Mr. Fantastic as he booted up his interdimensional transporter. _"I must also offer my most profound regrets for disturbing you on the previous night, but this situation is of such urgency that-"_

"It's okay, Sleepwalker," Reed Richards, alias Mr. Fantastic, assured him. "But this isn't going to be a permanent solution. Once your human host wakes up, you're going to be pulled back into his mind. Even your Imaginator won't be able to help you," he said, pointing to the starlike amulet now pinned to Sleepwalker's chest. Previously left for Reed to study to see if he could find a way to break the bond between Rick and Sleepwalker, Sleepwalker had now taken it back for his journey to the Mindscape.

_"I am entirely conscious of your warning, Dr. Richards," _Sleepwalker nodded, _"and I am able to assure you that it is in no conceivable manner detrimental to my objective. Indeed, it will prove to be of material assistance to me." _

Mr. Fantastic couldn't imagine what Sleepwalker meant by that.

Nor could he understand why he suddenly felt a certain chill as he saw the gleam in Sleepwalker's eyes.

* * *

Given that the Mindscape bordered on the minds of every sentient being in the multiverse, different parts of it varied widely in appearance. That part of the Mindscape that Sleepwalker once called home had bright rainbow-hued skies, crystalline rock formations and plant life that varied between midnight blue, indigo and lavender in color. The human minds inhabiting that part of the Mindscape flew through the air like comets, alternately copper or silver depending on whether their connections to the Mindscape were open or closed at the time. It also changed little in appearance, unlike other parts of the Mindscape whose appearance could vary widely from one moment to the next.

All of this was noted and quickly forgotten by Sleepwalker, as he focused on his Imaginator. The star-shaped amulets were used by the Sleepwalker race to imprison the demons and horrors of the Mindscape once the Sleepwalkers had subdued them. The Sleepwalkers could also use their Imaginators on themselves to teleport around the Mindscape, or any place they imagined, hence the name. Imaginators were typically useless unless they were used in a place with a constant source of mental energy, like the Mindscape. On the one occasion Sleepwalker had used an Imaginator in the human world, the amulet had shattered from the effort.

Not that it was a problem here. Closing his eyes, Sleepwalker concentrated as he began to imagine the place that the Sleepwalkers imprisoned the monsters and demons they captured.

When he opened his eyes, he found himself in the Black Zone.

All around him was a field of pitch blackness that seemed to pulsate with the slow, steady rhythm that reminded Sleepwalker of a human heart. Waves of darkness loomed towards him one moment and then receded the next, as images of the unspeakable horrors imprisoned here loomed out of the shadows. Some of the creatures imprisoned here hailed from the Mindscape, while others came from Everyinne, the dream dimension ruled by Nightmare. Still others came from the Dark Dimension of Dormammu or the Realm of Madness.

_Whispers in his mind…Sleepwalker could feel them calling._

_Hatred of Cobweb? Yes…give in to the hatred…feel it rising up within me…_

_Scarecrow…? Yes, yes the Scarecrow…I defeated him once before, and I can do it again!_

_John Edward Cicala, or Jack the Ripper, which do you prefer to be called? Yes, I believe I can arrange that…_

_You see into your own eyes, realizing that the trail begins and ends with you. Or is that all a lie that the monsters here are telling you to doom yourself? Or are you telling yourself the lie to doom the monsters? Or is the lie telling you to doom the monsters? Or are the monsters telling you to doom the lie?_

_What is a Sleepwalker doing here, anyway? Doesn't he realize how dangerous it is? Well, maybe he doesn't care, considering how shamed and dishonored he is._

_At the back of your mind, you think of Cyrus O'Donnell, one of Rick Sheridan's human friends. You also think of your older brother N'ogskak and everything he taught you about the world, before he was twisted into a Dreamkiller by Cobweb's evil. You let the rage and the grief flow over you, feeling their soft caress. How can you call yourself a Sleepwalker, knowing what you have let Cobweb do to those you care about? _

Shaking his head, Sleepwalker shook off the effects of the madness leaching through the Black Zone's prisons and refocused his efforts on finding Cobweb's prison. He knew he was close to his goal, could feel the fetid stench of the demon's toxic violation.

Focusing on his Imaginator, he entered into Cobweb's prison.

* * *

It was everything Sleepwalker had expected. Everything was black, even darker than in the Black Zone itself, except for the crisscrossing livid streaks of white that stretched all around in a spider web pattern. They were the psychic links the drug users had established with Cobweb, connecting their minds with the demon's prison where he could reach and influence them. Interspersed between the white lines were images of the bloodshed Cobweb had already wrought. Looking all around him, Sleepwalker saw the horror and the death that Cobweb had caused, and how much the demon had grown in power.

The web of livid white streaks all gathered in the center of the prison. There Cobweb sat, a spider at the centre of his web, eagerly drawing in the flies who had fallen victim to him. He looked no different than he had on all the previous occasions Sleepwalker had met him. Cobweb's entire body was made up of an endless weave of thick tendrils that was long, slender, bent and twisted all at once. His twisted, pointing head contained two dark red eyes that glowed like hideous coals, and a wide, fanged grin.

_"So nice to see you again, Terren'sk,"_ Cobweb smiled at his most hated of enemies. _"Did you and Rick enjoy the little birthday presents I sent you?" _

Sleepwalker did not reply, although his eyes flashed dangerously at Cobweb.

_"What? No reaction at all?" _Cobweb continued in mock hurt. _"How unfortunate-N'ogskak screamed quite a bit, you know. He begged me to stop more than once. It was a sad sight, really, to see such a proud warrior groveling for his life…"_

Sleepwalker clenched his fists angrily, his eyes glowing a bright red now. He struggled to control his anger and his frustrations, remembering all too well how Cobweb and Psyko had nearly broken him with them before. He was the master of his emotions-he had to remember that-and letting them consume him could be a fatal error.

_"Well, so much for my making you so angry you forget yourself," _Cobweb chuckled. _"I suppose you think you can stop me?" _he continued mockingly.

_"My intentions are infinitely more than you can possibly fathom!" _Sleepwalker shouted in a rage as he charged Cobweb. _"From this moment onward, never again shall you torment the innocent and undeserving with your falsehoods!" _He focused his warp vision in a narrow beam that he focused directly at Cobweb's head, seemingly with the intent of destroying him with a single blast.

_"Your pretenses are amusing, if entirely hollow," _Cobweb scoffed as he unraveled himself into a weave of infinitely thin strands. Sliding along the web of mental links, he suddenly reappeared behind Sleepwalker and viciously slashed the alien across the back with the long, hooklike blades he had shaped out of his body's strands. As Sleepwalker whirled around to confront him, Cobweb ripped into him again, before grappling him with his strands once more. Opening a hole in his body to let Sleepwalker's warp beams pass through him harmlessly, Cobweb spun Sleepwalker around and released him, sending the alien warrior flying through the air.

That was when the illusions flared to life, illusions of the hideous tortures Sleepwalker's older brother N'ogskak had endured at Cobweb's hands and the nightmares Cyrus had endured, up to and including his suicide. Through it all, Cobweb's nightmarish laughter echoed in Sleepwalker's ears, as he increased the intensity of the illusions until they were all Sleepwalker could see.

Closing his eyes, Sleepwalker focused intently on Cobweb's laughter. Ignoring the illusions around him, repressing the grief and anger within him, he cast his warp vision in a powerful beam directly at Cobweb's laughter. The laughter turned into a choked cry of agony as Sleepwalker caught Cobweb full on, leaving the demon reeling. Cobweb broke free of the warp beams, but then Sleepwalker caught him again with his warp beams, blasting Cobweb mercilessly as Sleepwalker caught up to the demon and began beating him mercilessly.

_"You have no capacity whatsoever to affect me with your illusions, Cobweb!" _Sleepwalker shouted. _"Do you honestly believe that your illusions can show me that which I am not already aware of? Surely you, of all entities, must be conscious of the fact that I shall forevermore bear the knowledge of what you have done to your victims, and the connection I have to their suffering! What can you possibly do that I have not already done to myself time and again, reminding myself of what I have lost, and that I am no longer worthy of returning home?" _

Cobweb fought back by slashing at Sleepwalker with his claws, even as he produced his illusions once more. He knew he couldn't break Sleepwalker with them, and instead summoned them simply to revel in the sick thrill of what he'd done to his hated nemesis.

More than that, however, Cobweb realized that his time had come. The people using the Lobos' tainted drugs were now connecting with him en masse, eager for his influence. Now, all they needed was a little push, and the horror and anger generated from the bloodshed they caused would allow Cobweb to finally break free of his prison and destroy Sleepwalker once and for all.

Even as he and Sleepwalker tore into one another, Cobweb began reaching out to his victims, eagerly drawing them into his embrace…

…only to find that they wouldn't come.

It took Cobweb less than a moment to realize that Sleepwalker was blocking his efforts. Filled with anger, Cobweb redoubled his efforts at capturing the drug users' minds and crushing Sleepwalker. Sleepwalker, in turn, kept up the pressure at blocking Cobweb. It continued for hours, the alien and the demon fighting for their lives, neither showing or expecting any amount of mercy.

Finally, Sleepwalker pulled back from their fight, focusing his warp beams to destroy the connections between Cobweb and his victims' minds. Taking his Imaginator off his chest, he made his final preparation as his warp vision began breaking Cobweb's connections.

Screaming in fury, Cobweb lunged at Sleepwalker, ready to tear the alien apart until he saw what Sleepwalker contained in his hand. He recalled how he'd tainted Sleepwalker's original Imaginator with his own demonic essence. Combined with Sleepwalker's own power, the tainted Imaginator had trapped Sleepwalker in Rick's mind and bonded him with Rick's consciousness when the alien warrior had fallen victim to it.

It occurred to Cobweb that he could do it again, trapping Sleepwalker in his Black Zone prison. Sleepwalker would be forced to take Cobweb's place, while Cobweb himself ran free…

Cobweb's strands connected with the Imaginator, and infected it with his power.

That was when the frightening smile crossed Sleepwalker's face.

Pulling back in reflex, Sleepwalker focused his Imaginator's energies on Cobweb and blasted him dead on with it. As Cobweb reeled from the sheer force of the blast, Sleepwalker blasted the rest of Cobweb's connections to his victims, shattering them and leaving the two of them completely alone in the Mindscape prison.

Cobweb was preparing to attack again, when he felt a sudden sickly sensation rise up from within him.

_"What…have you done to me?" _Cobweb gasped, not realizing what was going on.

_"Do you recall how it was a combination of your tainted energy, combined with my energy being directed against me, that entrapped me in Rick Sheridan's mind?" _Sleepwalker smiled. _"The combination of our energies left me unable to leave the mind I was trapped in. Upon further reflection, I came to realize that if our combined energies could have such an effect on me, it could have a similar effect on you!" _

Cobweb reeled in horror as he realized what that meant.

_"With the power you have gained already, you might have eventually escaped from your cell from the continuing cycle of hate and revenge, even if you had lost access to the Lobos' drug users," _Sleepwalker pointed out to him. _"And yet now, you are permanently linked with this part of the Black Zone, and are one with your cell!" _

_ "Banished from my home, trapped in Rick Sheridan's mind, I have been more alone than I could have ever imagined," _Sleepwalker said coldly. _"And now I return that fate onto you twice over. What companionship do you have that could console you in your loneliness, as I have been far more fortunate to gain than I would ever deserve? The human world can never be my home, but the acceptance and friendship of Rick and his friends have made my existence bearable." _

_ "In the coming centuries, you may reflect on the irony," _Sleepwalker smiled, _"that you presented me with the inspiration necessary to entrap you here when you first banished me to Rick's mind!" _

Screaming incoherently, Cobweb charged at Sleepwalker, only for the alien to dodge his attack and blast him with his warp vision. Reeling from the attack, Cobweb saw Sleepwalker raise his Imaginator and begin channeling more and more energy into it.

_"These Imaginators are indeed more powerful and adaptable than even the Sleepwalker race has ever fully appreciated," _Sleepwalker continued smiling wickedly. _"By reversing my fusion with Rick, I am able to return to the Mindscape in spite of my banishment. And what if I were to reverse the functions of the Imaginator itself, so as to prevent anyone or anything from ever entering this prison once again?" _

By itself it might not have seemed possible to use an Imaginator to keep entities **out **of a place, rather than confining an entity within it, but Sleepwalker forced it to happen. He embraced the anger and frustration in full now, his grief driving him to reverse the polarity of his Imaginator through sheer force of will. He recalled everything Cobweb had done, the murders, the violations and the torture, used it to turn the very nature of his Imaginator inside out.

The Imaginator crumbled to dust from the sheer amount of power Sleepwalker channeled through it, but both he and Cobweb could sense that the deed was done.

_"Fool!" _hissed Cobweb, lunging at Sleepwalker once again. _"You are trapped within this prison as much as I am, and I shall make your every living moment an eternal hell of torment for what you have done!" _

Sleepwalker expertly dodged Cobweb's attacks, until he suddenly began to fade away.

_"Have you forgotten so soon?" _Sleepwalker admonished him. _"When Rick Sheridan awakens, I am bound to return to his mind!" _

As Sleepwalker faded away, Cobweb suddenly realized what Terren'sk, his most hated of enemies, had done to him.

The demon was alone, trapped within the darkest depths of the Mindscape.

Nothing could get into or out of his prison, forever and ever.

Cobweb screamed in rage, screamed in hatred and screamed in agony. He thrashed violently against the walls of his prison as he tried to escape. He searched in vain for an exit, trying to find some way, any way, that he could regain his freedom.

There was nothing he could do, bonded as he was to his prison.

Cobweb screamed once again, but no one could hear him.

No one would ever be able to hear him again.

* * *

Resting within Rick's mind the next day, Sleepwalker reflected on what he'd done to Cobweb.

_I have paid him back in full for what he has done, _Sleepwalker realized. _For what he has done to myself, to Rick, to Cyrus, to N'ogskak and all the others whose lives he has ruined with his depraved schemes. Now and forever, he will be alone, confined to a hell of his enemy's making, just as I have been. _

_And yet, with Cobweb's defeat I have no further necessity of returning to the Mindscape, _Sleepwalker further reflected, _however much I might desire to permanently do so. All that remains for me now is to pursue my mission on Earth, against my enemies in this dimension. 8-Ball, Equinox and the Shiver Man remain at large, and it is my responsibility to bring them to justice. _

_ My heart belongs to the Mindscape, and always will, _Sleepwalker knew. _This world is not my home, and never can be. But the love and the friendships I have formed here give me the strength to carry on, and it is now immaterial whether I defend the innocent on the physical or mental planes. _

Through Rick's eyes, he saw the laughter and the joy of the people he'd been able to help, people who he had been able to protect.

That thought lifted a tremendous burden off his shoulders.

(_**Next Issue:**_ The holidays begin for Rick Sheridan and his friends, as the year of 2007 comes to an end. With his most hated of enemies banished, Sleepwalker finds himself reflecting more and more on his relationships with his human friends, and what exactly they mean to him. The seeming respite does not last long, however, when Mr. FX breaks loose from police custody and goes on a rampage with his insane psychic powers. Even that may not be the worst part, as Sleepwalker discovers the horrifying truth behind Mr. FX's madness when he tries to stop him! All this and more in _Sleepwalker Annual #4: Cause and Effect!_)


	68. Cause And Effect

Winter had finally come to New York in December, blanketing the city in a thick mantle of snow. A freezing cold wind blew through the streets that night, freezing the city's inhabitants to the bone. Taken together, the snow and the wind filled the city with a thick mist that blurred the vision of the few people unlucky enough to be out on such a night, replacing the hard and clear shapes with softer, more dreamlike sensations. The city lights blinked in and out of the haze, flickering as the mist thickened and grew light again.

Gazing out over the city from the top of the skyscraper, the Sleepwalker barely felt the cold as he reflected on everything that had recently happened to him. He had finally obtained his vengeance on Cobweb, the otherworldly demon responsible for trapping him within the mind of Rick Sheridan, imprisoning the demon within his Mindscape prison from now until the end of time.

One battle was done, and now the next would begin.

8-Ball was still on the loose, as was the new Equinox. The Shiver Man was lurking out there somewhere as well, and Sleepwalker still had his concerns about Mr. FX. And of course, there was still the million-dollar price on Sleepwalker's head, placed there by the Green Goblin, that any number of supervillains were still likely to try and cash in on.

What else did he have?

* * *

SLEEPWALKER ANNUAL #5

"CAUSE AND EFFECT"

* * *

"It's not that I don't mind doing it," Julia Winhill told Red Ericsson as she changed the bandages on his knee, "but I don't get why you want me to be the one to do it. Doesn't the team have a trainer or a doctor or something?"

"Yeah, but the budget's tight this year," Red explained, wincing as Julia applied an icepack to his leg.

"You're getting me to treat your injuries just to save the team a few bucks?" Julia asked incredulously.

"Hey, you're the one who's always going on about free healthcare," Red grinned at her. "Besides, you do a better job than the trainer anyway."

'Whatever," Julia sighed, helping Red get to his feet. "You're crazy, you know that? I mean, look at you!" she gestured, pointing to the various bruises marking Red's body. The Empire State Tigers had lost badly in the quarterfinals of the NCAA playoffs, and Red had badly sprained his knee after a particularly bruising hit in the third quarter.

"It's like Chad Bratzke said," Red explained. "The pads don't stop you from getting hurt, they just stop you from getting killed."

"Yeah," Julia rolled her eyes. "Come on, let's get some dinner," Julia said, as Red followed her into the kitchen where the rest of their friends and roommates were waiting. They'd been lucky to find the house they were currently living in, which was being rented out to them by a university professor who'd gone to do some research in South America. Unable to afford the rent hikes their landlords had recently imposed, they'd instead moved in together and split the rent five ways.

Rick Sheridan, Kenny Anderson and Alyssa Conover were already setting the table for dinner. While the fare, Kraft Dinner and raw vegetables, wasn't exactly high class, it was probably the best they could afford as college students, especially with the economy being the way it was.

"Finals are this week, aren't they?" Alyssa asked her friends as they sat down to eat.

"Yeah," Rick nodded. "You guys think you're ready?"

"About as ready as I'll ever be," Julia replied. "I'll be glad once it's all over, though."

"Are you guys still having studying problems?" Kenny asked. "Between having to work and study, I mean."

"It's not as bad as it was before," Rick shook his head, "but I'm still having problems keeping on top of everything." They had all been falling behind in their studies, needing to work longer hours at their jobs to pay their bills. Rick, especially, had seen his grades suffering.

"It's only one more week, though," Alyssa assured him. "What plans do you guys have for the holidays?"

"Spending them with my folks," Red explained, his military father heading one of the major U.S. Army bases in Germany. "I always wanted to try some of that German beer-Dad absolutely loves it. How about you guys?"

"Going back to Albany to mooch off my parents," Kenny grinned. "Lots of video games, lots of drawing, making arrangements to donate the charity calendar money, stuff like that."

"Charity calendar money?" Rick blinked.

"Don't you remember those drawings I did?" Kenny reminded him. "I got Julia, Alyssa, Mary Jane Watson and a bunch of other girls to pose for my sketches? One of my professors helped me put the drawings together into a calendar. We're going to donate the profits to charity. It'll help the victims of superhuman crime."

They ate in silence for a moment, thinking that one over. It was of particular interest to them, particularly with Rick hosting the Sleepwalker in his head and the negative experiences many of them had had with supervillains in the last sixteen months.

"I'm going be working with my Dad on the Clinton campaign," Julia broke the silence, referring to Hilary Clinton's run for the U.S. presidency.

"Gee, what a shock," Red rolled his eyes sarcastically.

"Hey, you're the one who's been teasing me about politics!" Julia shot back with a wicked grin. "What did you expect?"

Red just snorted in response.

"How about you guys?" Kenny asked Rick and Alyssa.

"We'll probably just be heading back to Albany," Rick said after he and Alyssa looked at each other for a few moments. "After everything that's happened, we could really use a break."

"Well, not totally," Alyssa reminded him. "I'll probably be dancing in the performance of _The Nutcracker _again this year."

Rick frowned a little at that. He'd be glad to see his siblings Bobby and Leah again, but just like last year it wouldn't be the same without his parents.

* * *

Dwelling within Rick's mind, Sleepwalker once again found himself marveling at how Rick and his friends were able to deal with such ordinary matters after the traumatic experiences they'd endured. Rick's thoughts passed from his frustrations at trying to maintain a balance between his work and his studies, to thinking of the tragedies he himself had endured at the hands of New York's superhuman criminals, to amusement at Red and Julia's political banter to eagerness at seeing his family again, the reminder of the loved ones he'd lost, his parents and his friend Cyrus O'Donnell, and finally the joy of being with his friends, who were among the people he cared about most in all the world.

At first, Sleepwalker felt a deep sense of sadness as he realized what Rick and the others had lost. He also found a strange sense of pleasure as he basked in the joy Rick was feeling at being with his friends. The alien found his thoughts drifting back to the rage he'd felt when Rick and his friends had been threatened by Deathwatch and the Scarecrow, the sorrow and anger he'd felt when Cyrus had been murdered, and the surprise he'd felt when he'd seen Alyssa had expressed her worry about him "throwing his life away", as she put it.

_Don't take it, _she'd said. _I might end up missing you. _

Sleepwalker recalled his handshake with Red, his sitting with Julia as she tried to comfort him after the deaths of Rick's parents, the way Kenny had gushed over the fact that he had gotten to meet and know a real life superhero, and the conversations he'd had with Silent Fox and Wyatt Wingfoot. He recalled the way he'd helped and been helped by other heroes like Spider-Man, Moon Knight and the Fantastic Four.

And wondered.

* * *

"So, what exactly is wrong with him?" Dr. Karla Sofen asked Dr. Charles Jefferson as they looked in on the young man.

"It's hard to say," Dr. Jefferson frowned. "There are times when he's totally unresponsive. Other times, he burst into random screaming fits about 'making a new show' and his 'special effects', which I presume are his attempts to control everything around him with his psychic emanations."

Dr. Jefferson was the head psychiatrist and administrator at the Ravencroft Asylum for the Criminally Insane, a psychiatric institution and prison where supervillains deemed to in fact be mentally ill were frequently sent for treatment. Dr. Sofen was much younger, although she had rapidly risen to become one of the institution's senior staff members through the groundbreaking theoretical works she'd published describing the evolution of supervillain psychology in the new millennium.

"He talked about wanting to maintain control," Dr. Sofen muttered thoughtfully. "It's strange, especially considering how he claimed not to want to be hurting anyone. And yet, subconsciously he was lashing out."

The subject of their discussion was a young man in his mid-twenties, with dark brown hair, bright green eyes and pale skin. He had an oddly childlike demeanor about him, one that was reflected in the curious, inquisitive stares he directed on anyone who approached him. Much of the time, he would simply stare blankly into space and mumble to himself. On other occasions, he would burst out screaming about "freak faces", "making a new show" and his "special effects."

Calling himself "Mr. FX", the young man had hid out on the campus of Empire State University, the young man had used his bizarre psychic powers to cause random accidents and chaos across the campus. He'd also kidnapped several university students and forced them to endure the hallucinations he projected into their minds, until he'd been found out by the mysterious superhero called Sleepwalker. Sleepwalker had rescued the students Mr. FX had kidnapped and subdued the insane psychic. Now, Mr. FX was barely responsive, and at times was all but catatonic.

Even with her remarkable psychiatric skills, Dr. Sofen had found it almost impossible to get an idea of what Mr. FX was thinking. She had studied the statements Sleepwalker and Mr. FX's hostages had given to the police about what Mr. FX had said and done over and over again, trying to get a sense of his background, and why he had chosen to do the things he did.

There was an almost obsessive need for control on his part. Was he trying to relive events in his life, to control and manipulate them in ways he originally couldn't?

Most of Dr. Sofen's methods to try and understand Mr. FX better had failed…

…but there were other methods she hadn't tried yet, of course.

* * *

_**One week later…**_

"Are you sure you don't need a break?" Rick asked Alyssa in concern as they drove back to Albany. "Why are you dancing in _the Nutcracker _anyway?" he asked her.

"Because it's my favorite ballet," Alyssa replied. "And besides, I am getting a break-I won't be dancing as much. I was doing it for both work and school, but here I'll just be doing it for the play. I'm not even playing the lead role-I'll just be one of the background angels."

"Well, alright," Rick shrugged, as they pulled up in front of the Conovers' cozy Tudor-style bungalow. Although they would be staying at the Sheridan family home with Rick's siblings and their significant others, Rick and Alyssa were going to have supper with Alyssa's family first.

Alyssa's mother Eileen Conover answered the door, and didn't look the least bit different from a year ago. She resembled an older version of her daughter, albeit with darker hair, and her tasteful, low-key attire was both charming and reassuring all at once. Alyssa's sister Sydney Conover was heavyset with thick glasses, her bright, outgoing temperament both endearing and amusing. The last member of the family was Alyssa's father Elliot, a powerfully muscled man with a thick beard, dark eyes and a somber demeanor. Although Rick had found him intimidating, Elliot had been much nicer than Rick would have otherwise expected.

"It's so nice to see you again," Eileen gushed to Rick and Alyssa as they took off their jackets and boots. "We missed you so much!"

"It's good to see you again, Mom," Alyssa hugged her mother tightly, before doing the same to her father and Sydney.

Rick moved to greet Eileen himself, but before he could say anything she'd snatched him up in a tight hug as well.

"How have you been, sweetie?" Eileen asked Rick.

"I've been alright, ma'am…er, Eileen," Rick replied, hastily reminding himself of how Alyssa's parents had insisted he address them by their first names.

"Good to see you remembered," Eileen grinned. "Alyssa told us about everything you and your friends have been going through. We were worried about you," she concluded.

Rick wasn't entirely sure how to react to Eileen's warm reception. She was a lot more approachable than Rick would have otherwise expected. While his parents had been friends with Alyssa's, Eileen was still taking things further than Rick would have expected.

As Eileen and her daughters walked away, Elliot Conover approached Rick and nodded solemnly at him.

"Nice to see you again," Elliot nodded.

"You too, sir," Rick nodded. Even after a year, he couldn't help but be intimidated by Elliot's size.

"Haven't we been over this?" Elliot glowered. "You're supposed to call me 'Elliot', remember?"

"Oh…right," Rick stammered, now slightly flustered. "I'm just not used to…well…"

Elliot chuckled under his breath.

"Still scared, aren't you?" he asked Rick. "Well, I can't blame you for that. But trust me, I'm glad to see you."

"…Why?" Rick couldn't help but ask.

"Why do you think?" Elliot asked him, as they walked down the hall. "Because you're a good kid and I like you."

"You...what?" Rick blinked in amazement. "But why-"

"Because I know you," Elliot pointed out. "Eileen and I watched you grow up, and we know what you're like. And I've seen what you've had to go through," the larger man frowned as he led Rick into his den.

"You mean with my parents?" Rick asked.

"Yeah," Elliot nodded as they sat down on a couch. "That sort of thing is tough for anyone. And it's happening more and more all the time," he sighed, rubbing his eyes. "To think that this is the kind of world we're leaving your generation…my God…"

"It's not all bad," Rick ventured. "I mean, there are people like Sleepwalker who try and protect us."

"There's that, I suppose," Elliot replied. "That's another thing I admire about you, Rick-you're a lot stronger than you give yourself credit for."

At first Rick was surprised to hear that, but then it began to make more sense as he thought about everything that had happened to him ever since Sleepwalker had become trapped in his mind.

"I really appreciate your saying that," Rick said sincerely to Elliot. "It means a lot to me."

"It's my pleasure," Elliot smiled back. "You're a good man, Rick-Willie and Florence would be proud of you," he said, referring to Rick's parents William and Florence Sheridan.

Rick felt himself relax considerably, realizing that he'd never really had that much to worry about from Elliot in the first place. Glancing around, he saw a number of photographs on the wall, mostly of various sports stars and celebrities that Rick assumed Elliot was a fan of.

"You're an Evel Knievel fan?" Rick asked, looking at the autographed picture. "But that signature doesn't look like-"

"That's not Evel Knievel, that's Super Dave Osborne," Elliot corrected him. "I met him once about ten years ago He's the greatest stuntman who ever lived. Want to see?" he asked, getting up and walking over to a cabinet that held a collection of DVDs.

"Sure," Rick nodded.

"I'm glad someone at least appreciates fine comedy," Elliot grinned. "Eileen and the girls never want to watch any of the shows or movies I like."

Rick just smiled back.

* * *

Watching the entire conversation through Rick's eyes, Sleepwalker felt Rick's initial worry, and then noticed how much it relaxed after Rick realized that he didn't have anything to worry about with Alyssa's family.

The alien remembered his own fears about meeting Rick's friends and family, and how they'd ultimately proven to be unfounded. He then thought of the wise old Silent Fox, and the counsel he'd given Sleepwalker…

"The person…who am I linked to, and who allows me to manifest in your dimension,"_Sleepwalker said, choosing his words carefully,_ "is soon to tell his parents about my presence. He cannot bear the strain much longer-his mind and soul are very full of tension-and I am at a loss as to what to do. I cannot return to the Mindscape, and yet I fear, as does my host, the reactions I will elicit when I appear. It is for that reason he has not told his parents until now-but he still feels the fear-it is why he does not tell his friends. I seek your advice, as I do not know who else I may turn to,"_the alien finished, shaking his head as if trying to understand himself. _

_"Let me guess," Silent Fox said slowly. "You've fought a fair number of the costumed villains that this city seems to attract like flies, haven't you?" _

_ Sleepwalker nodded. _

_ "You knew what to do then, in battling them, did you not?" the elder continued. _

"Most certainly,"_Sleepwalker answered._ "But now I do not know what to do, I am-"

_ "-confused, ashamed, unsure of what to feel or what to do," Silent Fox finished gently. "You're not the only one to feel this way, my friend-your human host, the one you are bonded to, feels this way too, I am certain. It comes from fear, from uncertainty-enemies that do not wear costumes and that inflict far greater harm and grief than any costumed villain ever will." _

"But what I am I to do? What is our host to do? When his friends or family react the way they almost certainly will,what will happen? Such knowledge is not easily dismissed or forgotten-how will they be able to ever look at him the same way again?"_Sleepwalker persisted._

_He shuddered as as image of Julia looking into Rick's eyes passed through his mind. _

_"But did you not ask yourself these things when you first became bonded to your host? How could you and he live, knowing what has happened? How were you able to carry on?" Silent Fox asked him in reply. _

"We simply did,"_Sleepwalker answered. _"There was nothing else he or I could do. I cannot simply remain in his mind-my duty is my life, and I could do nothing else but continue my battles in the human world, much as I did in the Mindscape."

_ "And let me ask you this," the old man continued, his eyes twinkling. "How do you or your host **know **how his friends and family will react when they know of your bond, or do you simply assume the worst based on your fears?" _

_ Sleepwalker was struck dumb. His shoulders, which had for the past few nights been bent and low, suddenly seemed to rise, as his eyes shimmered. A rare smile played around his face as he considered the old man's words. _

Sleepwalker thought on that some more.

_Too long have I thought that I do not deserve the friendship of these humans, _Sleepwalker thought, _and yet they have blessed me with their companionship. Just as with Rick, my fears were entirely baseless. _

* * *

Mr. FX did not stir as Dr. Karla Sofen made her way into his cell. He simply sat there, staring blankly into space, seemingly oblivious to her presence.

"Mr. FX?" Dr. Sofen asked.

Mr. FX gave no response.

"Don't ignore me!" she ordered him.

Finally, Mr. FX turned to look at her, a strange smile crossing his face as he did so.

"Doctor gonna make it all better?" he asked.

"You're going to teach me, and I'm going to teach you," Dr. Sofen smiled enigmatically. "Now tell me-where do your powers come from?"

"It hurts…" Mr. FX mumbled to himself.

"Answer my question!" Dr. Sofen ordered him, more harshly this time.

"Born a mutant," Mr. FX said in a low voice. "Lotsa powers, bam boom flash! All sorts of special effects."

"Then what happened?" Dr. Sofen asked.

"They all hurt me," Mr. FX said. "Go to one home, beat me and call me weird-freak. Go to other home, nowhere to run or hide. Try to scream, but I can't. Go to other home, see it all happen, made me watch."

"Is that why you tried to make a new show with your powers?" Dr. Sofen asked calmly.

"Yeah," Mr. FX snapped, a cold light appearing in his eyes. "Couldn't control the effects, had to make effects of my own, make other people do what I tell 'em! Everybody tell me, now I tell them!"

"But they won't let you," Dr. Sofen pointed out. "Now it's just like when you were at your homes. You can't perform your shows, and you can't control your effects! Everyone's controlling you! Sleepwalker controlled you, the people who hurt you are controlling you, and now the doctors are controlling you! Why are you letting this happen?"

"Freak-face hurt me," Mr. FX realized. "Took my show away. Everybody ruin my fun! Won't let it happen…but powers aren't working!" he said, holding up the manacles used by law enforcement agencies to prevent superhuman prisoners from using their powers to escape.

"And what if you could use your powers again?" Dr. Sofen asked him. "What would you do?"

"Show my effects, make a new show!" Mr. FX grinned.

"Make it the best show you've ever had!" Dr. Sofen smiled.

The grin crossing her face would have sent chills down the spines of the Guardsmen who protected Ravencroft Asylum, to say nothing of her fellow psychiatrists, if they could have seen it.

* * *

Rick's dinner with the Conovers was every bit as pleasant as he could have hoped for. It reminded him in no small part of Christmas dinner with his parents growing up.

That memory still hurt, but as he looked at the smiling faces of the Conovers and shared in their laughter, the pain faded more and more.

_What was I ever so nervous about? _Rick wondered to himself, as he helped do the dishes once supper was done. _It's not just Alyssa, either-Elliot, Eileen and Sydney all…_

He couldn't quite put it into words, but instinctively he knew what the Conovers made him feel.

He felt like he belonged.

* * *

Within Rick's mind, Sleepwalker felt those same sensations.

And wondered what they meant to him.

* * *

"It's so nice to see you, Ricky," Rick's sister Leah hugged her brother as he and Alyssa returned to the Sheridans' family home the next day. "How's life in New York?"

"Pretty good, actually," Rick smiled back. "I'm actually more worried about graduating. I only have two semesters left after this, and then I'm done!"

"Two semesters?" Rick's younger brother Bobby asked in surprise. "Don't you just have the one left?"

"I took a semester off after what happened to Mom and Dad, remember?" Rick reminded him. "I needed the time to set everything up for them."

Bobby frowned at that, not liking to be reminded of the fact that Willie and Florence Sheridan had been killed by the villainous Psyko when they'd traveled to New York.

"…I'm sorry, Bobby," Rick apologized. "I didn't mean to-"

"Yeah, it's alright," Bobby nodded. "We just miss them, is all."

Leah and Alyssa looked at the two brothers, remembering the arguments Rick and Bobby had had last Christmas over their parents' deaths. In Bobby's view, neither Rick nor their parents should have ever gone to New York in the first place, particularly given how dangerous the city was.

Tension was in the air as Rick and Bobby looked at one another, then at Alyssa and Leah.

"I miss you guys, too," Bobby smiled at Rick and Alyssa. "Albany's not the same without you."

"We miss Albany too," Rick replied, sharing a glance with Alyssa.

The tension seemed to dissipate all at once.

* * *

Within Rick's mind, Sleepwalker felt his human host's nervousness, the stab of guilt at having forced his parents to come to New York to help him, the worry about Bobby and the relief at seeing the smile on Bobby's face.

_Despite their tensions, _Sleepwalker realized, _such disputes are as nothing before the bond of blood and kinship that they share. _

For some reason he couldn't quite discern, Sleepwalker felt his spirits lift at that thought.

* * *

After the chaos of the last few months, Rick and Alyssa both welcomed the peace and quiet that the Christmas holidays offered. They caught up with their relatives, shared presents and ate Christmas dinner, staying at the Sheridan home with Rick's siblings, Bobby's girlfriend Angela and Leah's fiancé Phil. The only thing that distinguished it from last year's holidays was the fact that they were heading back to New York to spend New Year's with the rest of their friends.

"I always wanted to see the New Year's Ball drop in person," Kenny said to the others as they gathered in Times Square. Despite the fact that it was only late afternoon, the square was already thronged with people eager to get the best seats. "I mean, why should we only have to settle for watching it on TV?"

"Probably because of how thick the crowds are?" Red pointed out. "We're packed in here like sardines! How the hell are we ever going to get out of here?"

"Why do you think the NYPD is here?" Alyssa pointed out.

"I know why they're here," Red muttered in irritation. "I just hate being in close quarters with other people, is all."

"Well, I can't blame you for that," Alyssa muttered, sharing a glance with Julia. They'd already had to put up with more wolf whistles and come-ons from drunken revelers than they cared to acknowledge.

"I don't know if it's necessarily a bad thing," Rick grinned as he cuddled closer to Alyssa. "It does have its upside, you know."

They giggled and kissed, as Red rolled his eyes, Kenny made gagging noises and Julia snickered.

Rick and Alyssa had barely finished their kiss when everything and everyone in Times Square seemed to take on a vivid purple hue. Everything began to shimmer in and out of focus, becoming a softer, dreamlike sensation. The confused murmurs and screams of the people blended together into a larger, droning echo, one that ebbed and flowed in and out of the listener's consciousness. Sounds of childhood laughter and discordant toy piano music soon joined the chaos, as images of large, angry men, leering gremlins and prancing clowns flickered at the corner of their visions. Soon the images and the music began to penetrate the peoples' minds, shutting them down as the people fell into a collective trance.

_Time to play…_the thoughts echoed inside their minds.

_Time to make new effects…_

_ Make a new show…_

_ Make a new show…_

* * *

As Rick's mind shut down and he fell into a trance, Sleepwalker felt a chill of horror as he realized what was happening. Sleepwalker had no idea how Mr. FX could possibly have escaped from wherever he was being held, but he knew that if the deranged man wasn't stopped, the results could be catastrophic, especially with so many people crammed into Times Square. He wasted no time in emerging from Rick's mind into the real world, just as the madness began to reach its peak.

All around Sleepwalker was chaos, as random images danced in the background, discordant music and laughter filled his ears and everything seemed to swim in and out of focus, colored in a vivid purple hue.

"This my show!" Mr. FX called out, his voice echoing from all around. "Dance puppets dance, make you my effects! Everybody do what I tell them! Now! Now! Now! Now!" his voice became increasingly frenzied. "You see what happen? No more no more no more!"

Focusing his otherworldly senses, Sleepwalker tried to discern where Mr. FX was, when he heard an angry shout behind him. Whirling around in alarm, Sleepwalker saw a decidedly unwelcome sight-the same large, powerfully built man with the shaggy hair and moustache, wielding a leather belt as a strap, that he'd seen the first time he fought Mr. FX.

_I told you last time, boy! _the moustachioed man seemed to shout at Sleepwalker. _You make me mad, you gonna face discipline!_

Sleepwalker barely managed to avoid the belt as it lashed out at him. Charging in to strike at the illusion, Sleepwalker found that he struck something solid this time. The man did not disappear as before, but stumbled back as Sleepwalker punched it. Encouraged by his efforts, Sleepwalker blasted it with his warp vision, causing the giant man to contort in agony.

_Wh…what are you…this ain't…_the man stammered, as Sleepwalker struck him again and again. Blasting him once again with his warp beams, Sleepwalker felt a psychic backlash as Mr. FX screamed and something suddenly pierced into his mind.

Within his mind, he saw the vivid memories of a terrified little boy in a rundown hovel, sobbing as he begged someone to stop. That someone was the larger moustachioed man Sleepwalker had just fought, beating the little boy with a leather belt. The stink of alcohol filled the alien's nostrils and the angry man's shouts filled his ears, berating him for being a freak of nature and for always screaming and sobbing. The boy had made the man mad, and it was discipline time.

The images vanished from Sleepwalker's mind as soon as they had appeared, even as Mr. FX's screams were picked up on in the background.

Looming out of the shadows, laughing and leering, was a collection of walking, talking playground equipment that laughed about murdering the people that surrounded them. Most disturbingly, the pieces of equipment were covered in what looked like human faces, the same faces Sleepwalker had seen on the mannequins that had attacked him the first time.

Sleepwalker charged in among them, shattering them with his warp vision. He took several blows from the laughing equipment, but gave as good as he got, smashing them into pieces with his attacks. While he couldn't enhance his strength by absorbing mental energy the way some other Sleepwalkers could, he was still easily able to recover from the wounds they inflicted on him.

As they fought, however, new images flooded into Sleepwalker's mind. Images of that same little boy being shuffled from one foster home to another, as further beatings and mocking came from the hands of children who strongly resembled the mannequins and the faces on the playground equipment Sleepwalker had just destroyed. They laughed and sneered at the boy, making fun of his crying, telling him there was nowhere to run and nowhere to hide.

The next screams jolted Sleepwalker out of his reverie. Whirling around, he saw the next memory he expected, that of a middle-aged, blonde haired, blue-eyed man wielding a shotgun. Sleepwalker managed to dodge the first shotgun blast, but the second tore long, bloody lines into him. Hissing in pain, Sleepwalker blasted the shotgun-wielding man head-on, before charging in to viciously beat him into submission.

Yet another memory flooded into Sleepwalker's mind, featuring the same little boy as before. This time, he was staying in one of the homes he'd been assigned to, watching as a young teenage girl kissed a young man. The boy was watching the young couple from upstairs, and both he and Sleepwalker could feel the love between them. That feeling was shattered when the older blonde man, clearly the girl's father, came stomping towards them. Yanking his daughter away from the young man, he raised his shotgun with his free hand and shot the young man at point-blank range, before forcibly dragging the girl away by the hair.

The girl's screams of being beaten soon followed after that, even as the boy felt a terrible sense of guilt. He had the powers to help protect the girl, so why didn't he? Why did he let that man do those horrible things to his daughter? Why did he let the older man force him to help him bury the young man's corpse?

_Why? _

_ Why? _

_ Why? _

Sleepwalker got a closer look at the little boy, and realized just how much he looked like Mr. FX.

No-that little boy _was _Mr. FX.

In that moment, Sleepwalker realized what was happening.

_"Mr. FX!" _he called out into the darkness.

"Freak face!" Mr. FX called back angrily, as the purple color of everything around them darkened. "What you doing here? You hurt me, ruin my show, damage my effects!"

_"To hinder your performance was never my intention!" _Sleepwalker protested. _"The sole justification for my intervention was because of the innocents you had endangered and now have captured to relive your memories! That is the reason for your performances and your special effects, is it not?" _he called out.

"Never a child! Not a child! Still a child!" Mr. FX chanted, his voice cracking.

That was what it was, Sleepwalker knew. Traumatized by the horrors he'd been forced to endure, Mr. FX was now reliving those memories in a vain attempt to reassert his control over them. His psychic powers were nearly a rival for those of Franklin Richards, although the strain of trying to control them and the abuse he'd suffered had both exacted a horrible toll on his mind. The likes of Jean Grey and Franklin Richards had been better able to cope with their abilities with the support of people like Professor X and Reed Richards, but who had Mr. FX had?

"No one help me! Everyone hurt me!" Mr. FX shouted angrily, as the color of purple became darker and darker. "Why I listen to you, freak-face? Why I listen to anyone? Doctor only one who help me and let me go! She tell me to do this!"

_"This is not right!" _Sleepwalker called back. _"How is the subjecting of these innocents to your nightmares any more just than the horrors that you have suffered? Will tormenting them and lashing out at these people in any way alter your past, or make amends for the trauma you have endured!" _

"I'm alone in the world!" Mr. FX shouted back. "You not know what I go through!"

_"I know it all too well," _Sleepwalker replied, as he absorbed some of Mr. FX's energy and began projecting the images of many of the things that had happened to him since becoming trapped in Rick Sheridan's mind, taking care to not provide any details about Rick or his friends. _"I too have felt alone in this world, banished from my home and everything I have known! I have felt guilt at what my human host has suffered through my rash actions. I have doubted my worthiness to return home to the Mindscape. Hence my awareness of your suffering, Mr. FX." _

The darkening purple became light again, as Sleepwalker saw Mr. FX appear in the distance. Tears ringed the young man's eyes, as he slowly came towards Sleepwalker. The discordant music and bizarre imagery slowly faded away as well.

"You know pain too?" Mr. FX asked him sadly.

_"All too well," _the alien nodded solemnly.

"…Can you help me?" Mr. FX asked him. "...Can you make it all better?" he asked, his voice cracking.

_"I am incapable of doing so by myself," _Sleepwalker said. _"I am fortunate enough, however, to be acquainted with the likes of Reed Richards and the X-Men, people who are capable of providing you with the help you need and the compassion you deserve." _

"…Thank you…" Mr. FX whispered, before he sank to his knees, tears in his eyes.

Sleepwalker knelt down with him, hugging him tightly.

* * *

Dr. Karla Sofen did well to hide her dismay as she read in the news about everything that had happened. The mysterious psychic phenomenon that had engulfed Times Square had seemingly vanished on its own, the people engulfed in it not remembering anything that had occurred. The police would continue to investigate, although it was unlikely that anything would come of it. Mr. FX's escape from Ravencroft custody had been carefully hushed up, and the authorities had arranged to let Reed Richards deal with Mr. FX. Mr. With Mr. FX's consent, Reed was apparently going to have him sent to stay with the X-Men, who could help mutants like him cope with their problems.

Dr. Sofen was deeply unhappy at being unable to further study Mr. FX's psychoses, particularly after all the trouble she'd gone through to arrange his escape. It had been so much easier the first time….

_Dr. Ashley Kafka, chief psychiatrist at Ravenscroft, leaned back in her chair, shaking her head as she tried to deal with her piercing headache. In her mind's eye, she saw it spinning, spinning…spinning_

_What was it? _

_She felt something heavy on her head and shoulders, an almost overwhelming urge to…what? To what? To what? _

_She suddenly snapped back to attention as she heard a knock at the door. _

_"What do you want?" Dr. Kafka demanded as Dr. Sofen came into the room and sat down. "What are you-"_

_Her eyes immediately focused on the spinning coin in Dr. Sofen's hands that hypnotized her and left her wide open to her suggestions. _

_The spinning…the spinning…_

_Almost as if by reflex, she sipped at her coffee, frowning at the strangely sour and bitter taste that filled her mouth, that she couldn't stop drinking even as Dr. Sofen poured her another cup. _

_Everything passed into a haze, as even the spinning faded into a soft, almost dreamlike sensation in front of her._

_It only lasted several seconds, before Dr. Kafka refocused her sight on the spinning coin in Dr. Sofen's hands. _

* * *

Dr. Sofen's special mind control drug made the coffee taste very bitter, but it was highly effective. It was how she'd managed to hypnotize Dr. Ashley Kafka into releasing the nightmarish creature called Psyko from its restraints, freeing him to go on the bloody rampage that had claimed so many lives in New York. Dr. Sofen had done it again to Dr. Charles Jefferson, embezzling money that she needed for her own private psychiatric projects.

By removing herself from direct involvement and getting her other mind-controlled pawns to do the dirty work, Dr. Sofen remained above suspicion.

She could still remember what Psyko had told her the first time she visited him in his cell, the first time _any _of the doctors had visited him. That, of course, got Psyko's attention, and suggested to him that her interest was well beyond that of an ordinary psychiatrist. His remarks about what motivated him, the power one could attain and what they would do with such power if they obtained it intrigued her as well, and suggested to her that if she helped him escape, she would in turn gain some fresh material to study when she saw how Psyko reacted.

Psyko knew it, and so did she.

It came back to the reason that Dr. Sofen had become a criminal psychiatrist in the first place, namely her fascination with the way psychotic monsters like Supercharger, Psyko and the Chain Gang tended to think. The stories of people like Jeffrey Dahmer and Ted Bundy intrigued her-she wanted to know what led them to do the things they did, why they found them pleasurable and what they were thinking when they committed their unspeakable crimes. She was especially fortunate in that her career had begun at the same time as costumed supervillains had first begun to appear.

If killers like Bundy and Dahmer were fascinating, the likes of Electro, the Brothers Grimm and Mister Hyde were even more so. Their motives and psychology were frequently as bizarre as their attire, often committing crimes as much for the horror and destruction they could cause as for the monetary gain. Even if the villains were capable of using their talents legitimately, many of them simply chose _not _to.

Dr. Sofen found it all so compelling.

Studying them just wasn't enough, though. More and more, Dr. Sofen had wanted a firsthand look at seeing what supervillains saw, and feeling what they felt. What better way to truly analyze what the supervillains were thinking than to actually become one?

Hence the unique opportunity that had come when Lloyd Boch, alias Moonstone, had been given over to her care. He'd become a costumed criminal after finding a mysterious golden pendant that he claimed came from the moon, and battled the Incredible Hulk and Captain America with the power it gave him. However, he would eventually be tortured by the Red Skull for his failures, to the point that simply possessing the pendant had made him an insane, twisted wreck. He'd thought that the pendant wouldn't come off, and that he couldn't get rid of it, but it had been a simple matter to make him realize that it wasn't the case, and get him to give up the pendant. Driving him further into madness so he wouldn't be able to tell anyone what she'd done had been simpler still.

Her first plot, kidnapping those people and then forcing their loved ones to let her monitor their biorhythms to see how they reacted when their loved ones were in danger had been her first scheme. Money hadn't been a problem-she'd merely drugged the head of Ravencroft to embezzle the funds she needed for her monitoring equipment, and then have the devices set up to remotely broadcast the data she recorded back onto her home computer. Spider-Woman had prevented her from killing her hostages, although she'd achieved everything she wanted.

Now, though, she was ready to take things to the next level.

* * *

Within Rick's mind, Sleepwalker reflected on everything he'd seen over the last few weeks, as the year of 2008 began. Despite all the horror and the tragedy Rick and his friends had experienced, the love and the friendship they shared remained as strong as it always had. And yet, in all that time, Sleepwalker had felt his own loneliness keenly, realizing that he didn't fully belong on Earth and was truly alone in this world.

But did Rick and the rest of his human friends feel that way? Sleepwalker had come more and more to feel happy for them when things went right for them, to sympathize with their problems, to feel protective of them…

Earth was not his home, and could never be. He would still have to account for his sins and failures if he ever returned to the Mindscape. There was still a part of him that wasn't convinced that he was worthy to return to his home dimension.

But none of that mattered now. His human friends had expressed their friendship to one another over the holidays, and they'd made clear that they felt the same way about him.

Emerging from Rick's mind after everyone had gone to sleep, Sleepwalker left the house for an instant to gather a collection of tree branches, which he brought back into the house with him.

Placing the sticks on the kitchen table, he set to work with his warp vision.

* * *

Rick and his friends awoke the next morning to a surprising sight. Sitting on the kitchen table were six small wooden sculptures, along with a handwritten note. Picking it up, Rick read what the note said, before passing it around to his friends in turn so they could see it for themselves:

_To Rick, Alyssa, Kenny, Julia and Red: _

_ For a long time after I became trapped in Rick's mind, I was consumed by guilt and despair. On more than one occasion, I very nearly lost myself in madness, as my enemies sought to exploit my inner turmoil for their own purposes. _

_ It is through your support and your friendship that I have been able to survive and even to thrive within this world. I have protected you all from external villains at one point or another, but you in turn have enabled me to come to terms with my own internal demons. _

_ For that, I cannot express my gratitude profoundly enough. I only hope that these gifts I leave you serve as appropriate representations of my sentiments. It should be clear for whom each of the gifts is intended-I leave the sixth to honor Cyrus's memory, so that his memory shall continue to live on. _

_ With all my affection, _

_ Sleepwalker. _

Rick's figurine was a representation of William Shakespeare sitting at a desk, Alyssa's was a representation of Clara and the Nutcracker, Red's was of the U.S. Marines raising the flag at Iwo Jima, Kenny's was of the _South Park _character named Kenny and Julia's was a rich, unspoiled forest. The last figurine was the one meant for Cyrus, which they would later discover was meant to be a Gundam mobile suit.

For Rick and his friends, the year of 2008 symbolized a bright new beginning.

With these figurines, they knew Sleepwalker would share it with them.

(_**Next Issue:**_ As classes resume at Empire State University, Rick and his friends have a lot to look forward to. Rick, especially, finds himself thinking more and more about the future. Not is all as it seems, however, as the _Daily Bugle's _pro-mutant rights campaign draws more and more negative attention to the newspaper, and especially its staff. Sleepwalker is unable to intervene, as he struggles to deal with the return of the murderous, mysterious phantom who calls himself the Shiver Man! All this and more in _Sleepwalker #61: Ghosts of The Past!_)


	69. Ghosts Of The Past

_**Arizona Territory, 1877**_

"_So that's it, huh?" Caleb Jackson spat in disgust. "You're all hanging judges now?" _

_ "Spare us your bullshit, Caleb," Russell Baron shot back, as the rest of the posse finished rigging up the impromptu gallows. "All your denying ain't going to change a damn thing." _

_ "What's it not going to change?" Caleb demanded. "The fact that you're going to murder an innocent man on trumped-up charges? The fact that you're the ones who incited those Mexican desperadoes to attack our neighbors, and you all framed me for it? Or the fact that you're all doing this just so you can each get a piece of my land?"_

_ "Just keep singing, Caleb," Silas Thompson grinned, as he pressed the burning brand against Caleb's flesh. "It makes things all the sweeter." _

_ Caleb screamed in agony as the brand was withdrawn, the burned skin already beginning to scar. Much of the rest of his frame was just as bad, covered in gashes from the posse's knives and burning scars from the brands and torches they'd applied to him. It was as much Caleb Jackson's physical toughness as his tenacity that had made him one of the most prominent landowners in the Arizona Territory, a fact that explained why he was still alive, to say nothing of the fact that he hadn't fainted from sheer agony. _

_ "It's kind of sad, though," Homer Nixon sighed as he tied the rope the posse was going to execute Caleb with. "Going from being one of the most respected citizens in the territory, to bein' proven as the mastermind behind all those Mexican attacks, and all the blood and death that came with it. Now your name's besmirched, your wife and daughters reduced to whoring to survive, and you hunted down like a fugitive Indian." _

_ "God damn you all," Caleb spat, hatred in his voice, as the posse dragged his broken and bleeding body up to the gallows. "Just remember though, boys-you lie down with the devil, you rise up with the devil. The sins of the fathers are inherited by the sons, and I'll be collectin' the blood debt you and yours owe me. That's a promise," he finished as Homer and Silas put the noose around his neck. _

_ "We'd like to see you try," Russell smirked back, as the other men burst into laughter. "You'll be in hell before we've finished supper!" _

That's what I'm counting on, _Caleb Jackson thought, a bitter sense of rage rising up in him as the trapdoor of the scaffold opened and he fell through it, the noose snapping his neck. _

Then we'll see who gets the last laugh, won't we, boys?

* * *

SLEEPWALKER #61

"GHOSTS OF THE PAST"

* * *

The first week of the new semester in 2008 was nothing new to Rick Sheridan and his friends. Of course, that was not necessarily a bad thing, considering the upheavals of the past year. In 2007, Rick's friends had learned about the Sleepwalker trapped in Rick's mind, their friend Cyrus had been murdered by the demonic Cobweb as part of a revenge plan on Sleepwalker, New York City had been attacked by an army of brainwashed supervillains under the control of the maniacal Psyko and Rick and his friends had very nearly been murdered by the themselves the Nasty Boys, Deathwatch and the Scarecrow.

"Just one more semester, huh?" Kenny asked Rick and Alyssa as they sat in the living room of the house they were renting one evening, doing their homework. "Then we'll actually be done!"

"You mean **you'll **actually be done," Alyssa corrected him. "I'm still a junior."

"And I still have another full year," Rick explained, "because of the semester I had to take off when Sleepwalker first got stuck in my mind."

That made Kenny think for a moment.

"…Come to think of it, I'll probably have to take another year, too," he realized. "I'll still have some credits to make up for in my Art major."

"What were you planning to do after that?" Rick asked him. "You realize that you're going to have to get a job at some point, right?"

"Of course I do," Kenny rolled his eyes. "I've actually got it figured out-I'm going to become a freelance graphic art designer."

Rick and Alyssa both blinked in surprise.

"Seriously?" Rick asked him.

"Yeah, I've been doing online commission sketches for about a year now on DeviantArt," Kenny explained. "It'll help me build up a portfolio for when I make a full career out of it."

Alyssa and Rick looked at each other, then at Kenny.

"I know, this is me we're talking about, right?" Kenny shrugged in slight embarrassment. "I guess I finally found what I'm actually good at. What are you guys planning on doing?"

"I'll probably keep working as a dance teacher for now," Alyssa replied, "but I really want to try and become a professional, or even do some choreography."

"How come you never tried to go as a Rockette?" Rick asked her. "I'd always thought that'd be a perfect fit for you!"

"I'm too short," groused Alyssa. "You have to be at least 5'6" to make it, and I'm only 5'3"."

"Oh," Rick said, slightly awkwardly. "What about Riverdance? Did you ever think of trying for that?"

"You bet," Alyssa grinned. "It's going to be one of the first places I'll be trying for when I turn pro. I just want to get my degree first. How about you?" she asked Rick.

"Good question," Rick replied, rubbing his chin thoughtfully. With everything that had happened over the last year and a half, Rick hadn't thought much about what he was going to do after he graduated from university.

He might have been an English teacher, but he'd never been very interested in teaching.

Would he continue working in journalism, at the _Daily Bugle _or some other publication? That wasn't something that had really interested him either.

Working as a book editor, or a copy writer, or something similar? He'd never given that much thought-he'd really only majored in English because of how much he loved literature and reading.

"…Good question," Rick finally replied to Alyssa.

* * *

None of the staff at the Ravencroft Asylum for the Criminally Insane knew what Senator Thomas Finster was thinking. Indeed, that had been one of the secrets to his political success, being almost impossible to read and leaving his political opponents unable to anticipate what his next move might be. Certainly the staff would have given anything to know what was on the Senator's mind. Finster was visiting Ravencroft on behalf of the U.S. government's Senate Judiciary Committee to inspect its facilities and treatment standards.

Ravencroft had been founded to serve double duty as a psychiatric hospital and a criminal holding facility. Super-powered criminals deemed to be insane were kept here both in the hopes of treating them, and also to keep them from escaping to harm the general population. The institute had come under increasing scrutiny in the last few years, due in part to the Ravencroft staff's failure to successfully treat any of their patients, and even more so due to the multiple escapes by its criminal inmates.

Ravencroft's previous director, Dr. Ashley Kafka, had been murdered after a mass breakout led by the monstrous Psyko. More recently, patients such as the Chain Gang and the Brothers Grimm had escaped on the watch of current director Dr. Charles Jefferson, causing still more mayhem before they were captured again…when they didn't manage to escape the country, as the Chain Gang had.

Now, Senator Finster had come to inspect the facility and see where the necessary changes could and should be made. At the moment, he was interviewing Dr. Karla Sofen, one of the senior psychiatrists, to get an idea of what she had been doing and what she could identify as a potential solution. The sixty-three-year old Senator was surprised to see a woman young enough to be his daughter as one of the senior staff, and so far he didn't quite know what to make of her.

"How's the coffee?" Dr. Sofen asked Senator Finster as they sat down at her desk.

"Let's get started, shall we?" Senator Finster said brusquely, ignoring the question. In truth, he found Dr. Sofen's coffee to be rather bitter, although for some reason he was drinking rather more of it than he would have liked.

"What have your conclusions been so far?" Dr. Sofen asked the senator curiously.

"Really now, young lady, that's hardly an appropriate question to ask," Senator Finster reproached her, before he paused to review his notes.

Dr. Sofen waited a few seconds for her special formula to take effect.

"What have your conclusions been so far?" Dr. Sofen asked Senator Finster again.

"I'm rather puzzled," Senator Finster replied, "and displeased. I don't particularly care about the facility's failure to treat your prisoners-it doesn't really matter, just so long as you keep these freaks behind bars. I am, however, uncertain of whether it's really a good idea to have a psychiatrist as director of the facility."

"Why's that?" Dr. Sofen asked him.

"All the high-profile escapes are starting to make the facility look bad. Considering all of the money that we invested in upgrading this place after that Psyko-thing's mass breakout last year, there shouldn't be any escapes at all," Senator Finster explained. "Therefore, I'm going to be recommending two things."

"What would those be?" Dr. Sofen asked curiously.

"For one thing, I'm going to recommend that the Justice Department take full control of Ravenloft. The psychiatric staff will have to defer to a trained warden who's trained in preventing prison escapes and who knows what to look for," Senator Finster replied. "My other recommendation will be that an internal investigation be conducted of Ravencroft's staff and security procedures. With the way some of these escapes have gone, I'm starting to suspect that someone on the inside is helping these inmates."

Dr. Sofen's eyes flashed at this.

"Have you told anyone your suspicions?" she asked him.

"Not yet," Senator Finster shook his head. "I'm still working on the report I plan to publish, and I need to confirm some of the details."

Reaching into her pocket, Dr. Sofen pulled out a bright, shining coin. Holding it up in one hand, she began spinning it in her fingers. Her hand moved up, down and around, expertly spinning the coin through its fingers as Senator Finster's gaze followed it.

"It's beautiful, isn't it?" Dr. Sofen said sotly, noting the dreamlike look that came into Senator Finster's eyes. "It's all you can see, all you can know, all you'll ever need."

"…Beautiful…" mumbled Senator Finster.

"In it, you see the truth," Dr. Sofen continued. "You see that your proposals would only lead to disaster in the long run. A trained warden would prevent the psychiatrists from doing their jobs effectively, which would defeat the entire purpose of the prison and constitute an appalling waste of tax money," she pointed out. "And there's no need to conduct an internal investigation-that's what you're doing right now. Besides, we both know who's really responsible for this-Dr. Charles Jefferson, my superior. His neglect is directly responsible for Ravencroft's problems, and he's the one who should be punished. When will you be providing your report to the Senate Judiciary Committee?"

"Three days from now," Senator Finster droned.

"I'm sure Dr. Jefferson will be appropriately contrite," Dr. Sofen finished, her voice barely a whisper now.

Dr. Sofen then proceeded to give Senator Finster more of the necessary details, even as she worked out in her mind how everything was to turn out.

Her special mind control formula made anything it was put in taste very bitter, but it was also highly effective and even addictive. It was how Dr. Sofen had hypnotized Dr. Ashley Kafka into disabling Ravencroft's security system and restraining devices, allowing Psyko to conduct a mass breakout. It was how she had hypnotized Dr. Jefferson into embezzling the funds she needed for her longer-term plans, and how she was hypnotizing Senator Finster into telling his colleagues what she wanted him to tell her.

Yes, everything was going according to plan.

* * *

Work at the _Daily Bugle _was even more fast-paced than normal for Rick. Staff were running around, typing frantically at their computers, talking on their phones or holding work-related conversations. Although he'd tried to cut back his hours at the _Bugle _to better focus on his schoolwork, Rick found that he simply couldn't do so with all the copy that kept being dropped on his desk. The deadlines were getting shorter and shorter, forcing Rick to stay later at night before he could get started on his homework.

"Is it always like this?" Rick asked his friend Peter Parker and his roommate Julia Winhill as they ate dinner in the _Bugle's _lunch room one evening.

"No," Peter shook his head. "Sometimes it's worse," he gave a strained laugh.

"I'm just amazed at how obsessed Jameson is with destroying Giuliani's presidential ambitions," Rick rubbed his chin. "At least with Robert Kelly, I can see where he's coming from," he sighed, referring to the New York senator who'd gotten elected several years ago on a platform of compulsory mutant registration, and who otherwise was known for his hardline views on mutant issues in the United States.

"I always wondered how he got elected," Peter muttered. "What party is he with, anyway?"

"He was elected to the Senate as an independent candidate," Julia explained. "That doesn't happen very often, and when it does the candidate usually has a lot of money to be able to afford the costs of an election. Kelly wasn't wealthy, and with the kind of things he was saying on the campaign trail, people began to wonder if he was supported by the anti-mutant movement."

"And that's when the _Bugle _started investigating Kelly, right?" Rick asked Peter.

"Yeah," Peter nodded. "Jameson probably hates Kelly even more than he hates Giuliani. He's probably one of the biggest pro-mutant rights activists in the country."

"You don't know the half of it," Julia pointed out. "He even bankrolled the legal challenge to the Mutant Registration Act after Kelly managed to get it passed. It went all the way to the Supreme Court, and Kelly lost."

"…Wow," Rick blinked. "That's taking it…oh boy," he sighed.

"What's wrong?" Peter asked.

"Remember what Ben Urich told us about the Friends of Humanity, and the retribution they took against their critics?" Rick asked.

"And how Ben said they were going to come after the _Bugle _at some point?" Peter frowned, as the memory came back to him. "I can see that happening…"

Looking from Peter to Rick and back, Julia shared their concern.

* * *

She had become a familiar site at the Bar With No Name, the high-end bar and brothel that had become neutral ground for New York City's criminal class. Dressed in bright gold body armor with a silver helmet, facemask, gloves and boots, the beautiful Moonstone had rapidly established friendships with many of the other supervillains who came in to spend their ill-gotten gains on the Bar's services. Tonight was no different, as she sat drinking a glass of imported German beer in the company of another strangely attired villain. Her drinking companion appeared to have half of his body shrouded in flames and the other gleaming with frigid ice, his mask having twin crests growing from his brow that sloped backwards and tapered to the points on his head.

"That's the reason I prefer high-end antiques and other rare valuables," Equinox was telling Moonstone, "rather than money or gold. It might take a bit longer to fence, but I get higher prices because of how rare my pieces are. There's also less competition for them, too. I've found that most villains only tend to go after bulk cash, gold or jewels."

"How clever," Moonstone nodded approvingly. "And you don't have any competition at all for these treasures?"

"Sometimes, I do," Equinox replied, more guardedly this time. "Are you thinking of making a go at it?"

"Not really," Moonstone said off-handedly. "I'm not really all that interested in robberies or theft, anyway. Even without the superheroes getting in your way, there are all kinds of other factors that could crop up. Just look at what happened on New Year's Eve," she explained, referring to the rampages that Mr. FX and the Brothers Grimm had committed that night. Although Sleepwalker had stopped Mr. FX and Spider-Woman had stopped the Brothers Grimm, the chaos had been all over the media the next morning, overshadowing coverage of the usual New Year's Eve celebrations.

"Well, it could have its advantages," Equinox pointed out. "It does make for a nice distraction, doesn't it? Keep the superheroes and the police distracted with something else, and you can pull some very nice jobs that way."

"I never thought of that," Moonstone lied. "And then there was that mass breakout that Psyko organized from Ravencroft Asylum-they pretty much brought the city to its knees! Even when Psyko was defeated, a lot of the criminals were still able to escape. What's not to like? Well, besides being mentally enslaved, I mean."

"I suppose you're right…" Equinox trailed off, finishing his drink, before he suddenly thought of something. "So what kind of criminal activity are you interested in? Are you going to become an assassin for hire, or something like that?"

"I'm keeping my options open," Moonstone said. "I've done kidnappings, high-end thefts, and so on."

_Releasing Mr. FX and the Brothers Grimm has served its purpose nicely, _Dr. Karla Sofen thought to herself as she walked in the door of her high-class apartment later that night. _I can point to them as examples of what we're capable of, and how these types of distractions can allow other criminals to do their jobs that much more effectively. _

"Just think about what could be accomplished if that chaos were coordinated and controlled," Dr. Sofen rehearsed, a wide smile crossing her face as she stared into her mirror. "That's what I can bring, and what I can do, if you elect me your leader! Jack O' Lantern showed us what we're capable of when we come together! We can make more money, we can cause more suffering, nothing and no one can stop us! Jack O' Lantern might have been defeated by Spider-Woman, but his ideal lives on. And I can make that ideal a reality!"

It was an inflated political speech, Dr. Sofen knew, but she also knew that if Jack O' Lantern could do it she could too.

So far everything was going as she intended. She could tell that Doctor Octopus's version of the Tomorrow Legion was going to fall apart based on what she'd seen in the other villains, especially what the Beetle had told her. She'd then made an effort, in her conversations with her other fellow criminals, to keep the impression of the Legion in their minds and get them talking about it. After that, she'd arranged for the release from Ravencroft of criminals like the Chain Gang, Mr. FX and the Brothers Grimm to generate examples that she could point to of what costumed villains were capable of.

Now came the next phase of the plan. She needed to build up her "street cred," as so many of her patients had described it as, if she wanted the other villains to make her the Tomorrow Legion's leader. Jack O' Lantern had gotten the position based on the escalating nature of his crimes, graduating from bank robberies to serial killing over the course of several months. If Dr. Sofen intended to follow the same route as Moonstone, she would need some sort of similarly attention-grabbing crime to establish herself as a worthwhile leader.

Not that she had any trouble coming up with such a thing, of course.

* * *

Ned Spender was a fairly ordinary man, with a fairly ordinary life. Working as a bank manager in Tupelo, Mississippi didn't lend itself to much excitement, and in fact Ned liked it that way. As a fifty-five year old widower whose children had long since moved out and started families of their own, Ned rarely went out and generally enjoyed keeping himself to himself.

Hence the buzzing sound that woke him up was all the more jarring. Blinking sleepily, Ned turned on his bedside lamp and peered around him, trying to figure out what the buzzing was. It wasn't until he felt the sudden chill that Ned realized he was sweating. Although it was the dead of winter, it was also damnably hot. Perhaps strangest of all was how everything around Ned was shimmering in and out of focus.

The shimmering haze began to coalesce into a thick cloud of smoke, which caused Ned to scramble out of his bed in alarm. He was sure that there was a fire, and he knew he had to get out of the house as soon as possible.

Bizarrely, the smoke blew ahead of him and soon stood between him and the door, rising up into what looked bizarrely like a human figure. The ghostly creature that now stood before Ned Spender resembled a man in a wide-brimmed hat, a long dark trenchcoat, black pants and boots, and what looked disturbingly like bandages all over his hands, chest and face, making him look like a burn victim. Perhaps most unnerving of all were the two malevolent red eyes that glowed from behind his bandages.

"W…what are you?" Ned demanded, fear rising in his voice.

_I'm collecting on past debts, _the ghostly thing spoke, its voice echoing in Ned's mind. _You and yours owe me, boy, more than you'll ever know. As for who I am, you can call me the Shiver Man, _the creature concluded.

"Wh-what are you talking about?" Ned demanded, fear rising in his voice. "I've never met you before!"

_Doesn't matter, _the Shiver Man replied. _You're of Francis Spender's blood, and Francis owes me my vengeance._

"Who…who's Francis?" Ned pleaded. "My name's not Francis!"

_How quickly you people forget your family histories, _the Shiver Man reproached him. _Your thieving ancestor took away everything I had, and now I'm doing the same to him._

As the Shiver Man spoke, a pair of wicked-looking revolvers appeared in his hands. Ned screamed and stumbled back, uttering the Lord's Prayer as fast as he could, before tripping over a chair and landing flat on his back.

_Your children are next, _the Shiver Man warned Ned, as he pointed his guns at the helpless man. _Once they're dead, Francis will have finally paid me back in full. _

_ Oh, and don't think praying to your God will save you, _the Shiver Man continued, as the hellfire bullets blazed from his guns and consumed Ned Spender's soul.

_After Francis's kin, only Homer, Silas and Russell are still owing, _the Shiver Man realized. _They all went to New York-cowardly sons of bitches sold their shares of my property and tried using the money to become big shots. _

_ Most of their descendants still live in New York, _the Shiver Man further realized. _Chances are good I'll be running into that green-face spirit thing that stopped me the last time…_

_ …this time, though, I'll be ready for him, _the Shiver Man thought, a frightening smile crossing his face underneath the bandages.

* * *

When Ned didn't show up for work after two days, his coworkers alerted the police, who went to Ned's house to check on him.

All they found was Ned Spender's lifeless body, his face marked with a look of terror that would give them nightmares for weeks to come.

* * *

"What exactly motivated you to study English?" the counselor asked Rick, rubbing his chin thoughtfully.

"I've always been interested in things like stories, characterization and the history related to it," Rick explained. "I loved seeing the different kinds of characterization Shakespeare gave his characters, or how Hemingway's life experiences influenced his writing. And then there's the language itself-if you just change a few words, or even a few letters, you can completely change the meaning or the text," he finished. Rick was attending a meeting with a counselor at Empire State University's career services offices, hoping to get a better idea of what to do after he got his degree.

"Is that what got you interested in journalism?" the counselor asked.

"Well, not exactly," Rick shook his head. "I needed some money, and a friend of mine who worked for the _Daily Bugle _helped me get a job there. I never really thought about a career as a reporter."

"Would that appeal to you?" the counselor asked.

"I never really thought about it," Rick shook his head. "I'm not really all that interested in it."

"What did you have in mind as a career when you first studied English?" the counselor asked.

Rick only shrugged.

"I didn't put as much thought into it as I should have, I guess," he said ruefully. "Proofreading and editing at the _Bugle _has been a lot more engaging than I thought it would have been. Maybe I could work as an editor at a publishing house or something like that?"

"Well, it'll help if we get a clear idea of some of your aptitudes," the counselor explained. Reaching over to a pile of papers on his desk, he took out a sheaf and handed it to Rick. Glancing at it, Rick saw that it was a multiple choice test asking various questions about career preferences, hobbies and other related things.

"If you fill this out, it'll give us a better idea of what you're best suited for," the counselor explained, as Rick rose to leave. "Once you've done that, we can feed it into the machine and get a printout of what you feel. Did you want to do that now?"

"No, I have a class in about ten minutes," Rick shook his head. "Could I come back in a day or two?"

"Sure, no problem," the counselor nodded. "Just talk to the receptionist and she'll set up another appointment."

Rick turned over the possibilities in his mind as he left the building, realizing that he had some very tough decisions to make.

* * *

Robert Kelly was never known for holding back during Senate debates, and in the privacy of his New York office he could be even more blunt. Tonight saw him shouting angrily at the latest headline in the _Daily Bugle, _which directly exposed the financial support he'd been receiving from the anti-mutant movement. Had any of the other tenants of his building been working that night, they would likely have heard his profanity echoing down the halls.

Kelly knew what Jameson was doing, of course. The cunning son of a bitch was trying to force Kelly on the defensive right from of the start of the campaign, and giving both his Republican and Democratic opponents some golden attacking material. While Kelly had gotten elected on the wave of anti-mutant hysteria that had spread across the U.S. in the early 2000s, public opinion had become decidedly more mixed over the last several years, due in no small part to the positive press the X-Men had generated for the mutant rights movement. The anti-mutant movement, on the other hand, was now becoming more and more publicly associated with hate groups like the Friends of Humanity, who had been labeled a terrorist organization by the U.S. government. Even if they might otherwise have supported Kelly for his views on mutant registration, many voters would be much less likely to support someone accused of being supported by terrorist organizations.

That would have been bad enough by itself. However, Kelly's legislative baby, the Mutant Registration Act, had been declared unconstitutional by the Supreme Court and was now null and void. The legal challenge to it had been led by J. Jonah Jameson, to the point that the court case invalidating the Mutant Registration Act was now known in legal circles as _Jameson v. Kelly. _

Now, not only was public opinion turning against Kelly's views, his political capital had taken a serious hit with the failure of the Mutant Registration Act. The powerful people who'd gotten him elected weren't likely to use their money or their connections to help him keep his job if they didn't think he could achieve their goals.

When the phone rang, Kelly forced himself to interrupt his tirade and calm down enough to answer it.

"What?" Kelly demanded.

_"What are you going to do about this, Bob?" _Graydon Creed was yelling on the other end. _"Are you _trying _to lose the fucking election?" _

"Don't start with me, you idiot!" Kelly shouted back. "You were the one careless enough to let Jameson sniff out your campaign contributions. You should have done a better job laundering the fucking money! Why didn't you do anything about him when he was killing the Mutant Registration Act?"

The explosion of profanity coming from Graydon Creed's mouth would have embarrassed even a hardened Navy veteran, forcing Kelly to pull the phone away so he wouldn't be deafened by Graydon's screaming. While Kelly could be hot-tempered, Creed was nothing short of volcanic, going into screaming fits on those not infrequent occasions when someone made him angry.

Finally, when Graydon seemed to calm down, Kelly put his ear back to the phone.

_"So what are you going to do about it?" _Graydon demanded.

"What do you think?" Kelly demanded. "You know how we handle these things," he replied, more calmly this time.

"Hire a supervillain, make it look like Jameson gets killed in a random robbery or attack. You know how it works."

* * *

Flying over the New York skyline at night, Sleepwalker's patrol seemed entirely uneventful. The alien couldn't see any humans walking the streets, which came as no surprise. The night was bitterly cold, and the accompanying snowstorm made the city lights blinking in the darkness hazy and indistinct. All around Sleepwalker, the night was making things more obscure and dreamlike, painfully reminding the alien of how much he missed the Mindscape.

Sleepwalker dismissed those thoughts when he saw the body in the snow below him. Lowering himself to ground level, Sleepwalker saw that the body was that of a man dressed in what looked like pajamas and a bathrobe, lying face down in the snow. Rolling him over, Sleepwalker was struck by the look of agonized terror on his face, the expression of a man who knew he was going to die and was completely and utterly powerless to stop it.

At first, Sleepwalker wondered if the man had fallen victim to a demon from the Mindscape, but the alien could not detect the recent psychic presence of any Mindscape entity. Rather, the man's corpse was marked with the psychic emanations of some other entity entirely, one Sleepwalker knew he had seen before but that he could not place. Looking up, Sleepwalker saw that the man's footprints came from a nearby house whose door had been left wide open. Slowly marching up towards the house, Sleepwalker was struck by the congealed patterns in the snow, as if they'd recently been exposed to a tremendous heat.

Inside the house itself, Sleepwalker found a similarly grisly sight. Several other people, clearly the man's family, all lay dead with similar expressions of terror on their face. Some, but not all, of the furniture was turned over, less than Sleepwalker would have expected in the signs of a struggle. Clearly, the family was trying to escape from whatever monster had done this to them. Surprisingly, despite the cold wind being let in through the opened door, the house was still astonishingly warm. The dead family members also had the strange psychic emanations as their father, who lay dead in the snow.

_The man outside was clearly attempting to flee in search of assistance after his family was already deceased, _Sleepwalker realized. _But what entity is possessed of the capacity to inflict such grievous psychic harm on a family, and how did it effect entrance into the home? There is no sign of forced entry, or even of anyone having come into or out of the house until the father fled…_

It didn't take Sleepwalker long to realize who was responsible for this. The warmth in the air, the bizarre psychic emanations, the searing agony these poor souls had been subjected to, the ability to turn into smoke and fly in through anything from a keyhole to a heating vent to a water pipe…

_Clearly the Shiver Man has returned, _Sleepwalker knew. _He entered this place in his smoky form, and proceeded to murder these people by wounding their minds and souls with his hellfire. This debased, cowardly monstrosity-_

Shaking with rage, Sleepwalker tried to calm down. The air was still warm, which meant that the Shiver Man had been here just recently. And Sleepwalker now recognized the psychic emanations the ghostly murderer gave off, which he knew he could trace if the Shiver Man wasn't too far away. Sleepwalker was not as good at following psychic energy trails as some of his kin, but he knew it would suffice for this task.

Taking a moment to phone the police and inform them of what had happened to the family, Sleepwalker took off into the night, intending to avenge the family's deaths and show their murderer what true terror looked like.

* * *

Although it was now two in the morning, Wesley Nixon and his girlfriend Caitlin weren't the least bit interested in sleeping. They weren't at all bothered by the cold night, either. For the last several hours, they'd been keeping each other warm in their own special way.

It was while Wesley was getting a drink of water that he felt his apartment suddenly become much hotter all of a sudden. Turning around in surprise, he found himself sweating as smoke began filling the room and a disturbing buzzing filled the air. Thinking that there was a fire, Wesley called out for Caitlin and began running towards the phone to call the fire department, but the smoke seemed to follow him to the telephone and thicken up before him before he could reach it.

Wesley recoiled in horror at the creature standing before him, clad in a long trenchcoat, a wide-brimmed hat, black pants and boots, and bandages all over his hands, face and his exposed chest. A pair of malevolent red eyes glowed from out of the creature's face, sending chills down Wesley's spine.

"Jesus Christ!" Wesley swore, recoiling in horror. "What…"

_Takin' the Lord's name in vain, huh? _the Shiver Man communicated, his crackling voice echoing in Wesley's brain. _That's probably the one thing I can't reproach your thieving family for-I lost track of how many times I cursed the Lord for not avenging me. _

_ Not that it matters now, _the Shiver Man realized, as his hellfire pistols appeared in his hands. _You'll be answerin' to St. Peter for your crimes soon enough…_

Wesley's life was saved when the Shiver Man detected the incoming warp beam and was forced to defend himself against it. While Sleepwalker's warp vision couldn't banish the Shiver Man the way it could an otherworldly demon, but it did hinder him long enough for Sleepwalker to charge in through the hole he had warped in Wesley's apartment window. Grappling the Shiver Man, Sleepwalker dragged the ghostly monster back outside as Wesley ran to his bedroom to retrieve Caitlin and get the hell out of there.

Throwing the Shiver Man through the air and blasting him again, Sleepwalker tackled the Shiver Man and pulled him down to ground level outside the apartment building, where he used his warp beams to raise a wave of snow and drop it on the Shiver Man. The snow melted as it melted from connecting with the Shiver Man's heated body, although Sleepwalker refroze it with his warp vision to slow the Shiver Man down.

Reeling from Sleepwalker's relentless assault, the Shiver Man shifted back into his smoky form and freed himself from the morass of snow, before firing his hellfire bullets and blasting Sleepwalker head-on. Sleepwalker shuddered at the burning sensation that seemed to permeate his body, although he forced himself forward, attempting to catch the Shiver Man with the hellfire in his injuries while it still burned him. The Shiver Man expected that, however, shifting back to his smoky form and quickly flying out of Sleepwalker's way.

_Do you really think that you could get me with that a second time? _the Shiver Man scoffed, his smoky form flying around Sleepwalker's head. _I know all your tricks, demon-this time you're going to die, and you're going to die slow!_ His smoky form flew into Sleepwalker's mouth, causing the alien warrior to choke painfully as the Shiver Man blocked out his air. Falling to his hands and knees, Sleepwalker tried not to collapse as the Shiver Man resumed his humanoid form.

_"For what reason have you engaged in this murderous rampage?" _Sleepwalker gasped.

_Like I said, these people owe me a blood debt, and I intend to collect, _the Shiver Man explained. _Their thieving ancestors took everything I had, and now I'm returning the sins of the fathers onto the sons, _he continued, blasting Sleepwalker with his hellfire pistols again.

_"And what could their ancestors have done that could possibly justify such baseless vengeance upon their innocent kinfolk?" _Sleepwalker demanded, forcing himself to his feet and blowing the Shiver Man back with another blast of his warp beams.

_Why don't you find out, demon? _the Shiver Man replied, blasting Sleepwalker with his hellfire guns.

This time, in addition to the searing pain burning at his soul, Sleepwalker saw in his mind how Homer Nixon, Francis Spender, Russell Baron, Silas Thompson and the rest of their gang had hated Caleb Jackson for being wealthier than them, and how they'd plotted to seize his land. The conspirators had bribed gangs of Mexican desperadoes to commit their murderous raids across the Arizona Territory, and framed Caleb as the desperadoes' true ringleader.

Desperate for someone to blame, the public turned their hatred and anger on Caleb Jackson and his family, leading to their ruin. Caleb's property quickly fell in value, allowing Homer, Francis and the others to buy it for cheap and divide it among themselves, even as they formed a posse to arrest and hang Caleb for the crimes they themselves were guilty of. Caleb Jackson died with his family name dishonored, his wife and daughters reduced to whoring themselves to survive, and all his hard work having come to nothing.

_You lie down with the devil, you rise up with the devil, _the thing once known as Caleb Jackson hissed to Sleepwalker. _That's what came of me after I died-the Devil made me an offer, more than the Lord ever did for me. One hundred and thirty years Satan made me wait, one hundred and thirty years of agonized torture in Hell, until I was allowed to come back to Earth. Now my enemies' descendants pay for the crimes of their ancestors. They're not innocent-they prospered from their ancestors' thieving ways! I went to Hell as Caleb Jackson, and I came back as the Shiver Man to collect on my blood debt. You got in my way, monster-I had to rest and heal after you burned me the last time, but once you're dead nothing and no one can stop me from taking back what's mine by right. _

Pity, disgust and anger all welled up within Sleepwalker at once, as the Shiver Man's memories flooded through his mind.

"_Whatever your losses, whatever your tragedy, they do not justify the blood now on your hands," _Sleepwalker muttered, forcing himself to his feet. _"You have become no better than the miscreants who originally destroyed all you hold dear. Where do you think the cycle will end?" _he shouted, directing his warp beams at the Shiver Man once again.

_You don't know when to quit, do you, monster? _the Shiver Man sneered, shifting into his smoke form and flying around to behind Sleepwalker. Raising his guns, he prepared to blast Sleepwalker with his most intense blast of hellfire yet.

His entire body still in pain from all the hellfire blasts he had already suffered, Sleepwalker knew that he wouldn't be able to survive another one. Quickly turning around, he focused his warp vision not at the Shiver Man, but at the snow underneath him. Quickly hardening it into ice, Sleepwalker raised the snow up to wrap around the Shiver Man's wrists and forcibly turn them back around so that his guns blasted the hellfire directly back at the Shiver Man himself.

The Shiver Man let out a bloodcurdling scream as he was exposed to his own hellfire. Being burned by the hellfire-heated lamppost Sleepwalker had hit him with the first time they fought was bad enough, but this time the Shiver Man had been hit by a concentrated blast of hellfire. He couldn't even concentrate enough to will the fires to stop, or to shift to his smoky form and escape. Trying desperately to rally himself, he was thrown off balance by a direct blast from Sleepwalker's warp beams, unable to resist them effectively with the hellfire burning away his defenses.

"_The humans of this world have a saying," _Sleepwalker remarked sardonlically, as the Shiver Man turned a ghastly orange color that clashed with the magenta light of the warp vision Sleepwalker directed on him. _"It is claimed that all who shall live by the sword shall in turn die by the sword. Both you, and the men who murdered you, directed their swords against those powerless to defend against their attacks. How does it feel, then, to be confronted by someone who possesses the capacity to respond to your aggressions and match your attack sword for sword?" _

The Shiver Man was dying now, dissolving into a hideous orange mist as he was burned apart by the combination of his hellfires and Sleepwalker's warp vision. All he could do was scream in denial, voicing his hatred of the men who'd murdered him, their descendents who remained unpunished, and the Sleepwalker who'd denied him his vengeance.

The people who'd been awakened by the struggle and had watched the fight from their apartment balconies or even from the surrounding streets only stared at the scene in disbelief. The Shiver Man's mist eventually dissolved into nothing and his screams faded away, although the haunting cries continued ringing in their ears.

"…What the hell was that all about?" one man finally got the nerve to ask Sleepwalker, who stared solemnly at the space where the Shiver Man once sat.

"_It may be appropriately described as the termination of a cycle of violence and hatred that has festered for far too long, a cycle that commenced with the destruction of an innocent life and has concluded with the destruction of many more," _Sleepwalker explained. _"To alter the past is an impossibility, but the present circumstances may be addressed so as to put an end to the misery, the violence and the fear." _

So saying, Sleepwalker rose into the air and flew off into the night, reminded all too well of his own experiences with the cycles that perpetuated such tragedies.

Sleepwalker knew that those who knew and loved the people that the Shiver Man had murdered had a long and difficult road ahead of them, but with the Shiver Man's destruction they could at least take that first step.

(_**Next Issue:**_ Sleepwalker's thoughts of a long and difficult road prove to be more accurate than he ever could have imagined, as tragedy strikes Rick and his circle of friends. Even as Sleepwalker tries to help his human friends cope with the problems that suddenly befall them, larger forces are at work behind the scenes as Moonstone prepares her plan to seize control of the criminal Tomorrow Legion and the Friends of Humanity prepare to target the _Daily Bugle. _All this and more in _Sleepwalker #62: Puppet Dance, Part One: Marionettes!_)


	70. Puppet Dance, Part One: Marionettes

"What do you think I'd be good at?" Rick Sheridan asked his girlfriend Alyssa Conover as they sat next to one another on the couch.

"What do you mean?" Alyssa asked curiously, petting her dog Rambo, who had hopped up onto the couch and lay down next to her on her other side.

"I'm trying to figure out what I'm going to do once I graduate," Rick explained.

"Oh yeah," Alyssa nodded, remembering the conversation she and Rick had with their friend Kenny Anderson last week about what they were planning to do as careers. "Well, you've always really enjoyed literature, haven't you? That's why you majored in English, right?"

"Yeah," Rick smiled. "Maybe I could be a book reviewer or an editor?"

"Don't have much interest in teaching, I take it?" Alyssa grinned.

"Yeah, I've never been all that good with kids," Rick shook his head. "Writing for the _Bugle's _been more interesting than I thought it would be. I suppose I could keep working there…"

"You want to become a reporter?" Alyssa blinked in surprise.

"No," Rick frowned, "I'd keep working in copy editing or something like that. I'd probably prefer a job with regular hours."

"Why's that?" Alyssa blinked.

"I could keep a consistent sleep schedule," Rick pointed out with a half-smile. "Why did you think?"

"Why would you need to…oh!" Alyssa blinked in surprise, before feeling very embarrassed at forgetting about the Sleepwalker trapped in Rick's mind.

Rick and Alyssa both laughed, glad to relieve the tension.

College life was stressful enough by itself, but harboring a crime-fighting alien warrior whose enemies had directly assaulted Rick's family and friends on multiple occasions made things all the more difficult.

* * *

SLEEPWALKER #62

PUPPET DANCE, PART ONE

"MARIONETTES"

* * *

Working at the _Daily Bugle _the next night, Rick glanced through the copy he had been given to proofread. Ever since Joy Mercado had taken over the crime beat, she hadn't given him as much copy as Ben Urich did, and now he had more time to work with some of the _Bugle'_s other reporters. The sheer variety of stories he was made to edit were bewildering. One moment he was typing up a story about the payroll of the New York Yankees, the next he was writing about the city's road paving budget or the latest productions on Broadway. To his surprise, Rick found that this stuff was a lot more interesting than he would have thought. It often made for fascinating reading, and made the job far less tedious than it otherwise would have been.

"How long were you planning to work here?" Rick asked Peter Parker as they sat in the breakroom eating supper. Ever since they'd met at a frat party more than a year ago, Peter had become one of Rick's closest friends at the _Daily Bugle. _Rick's friend Julia Winhill might have joined them for dinner, but today was her day off and she had a lot of homework to catch up on.

"Only as long as I have to," Peter shook his head. "Once I get my degree, I'm going to try and get a position with a company like 3M or Fireheart Industries and work for them while I get my Masters and my Ph.D. The sooner I get out of here, the better."

"Why's that?" Rick asked. "You don't like working here?"

"Frankly, I'm surprised you've been willing to last this long," Peter smiled half-humorously. "The fast pace doesn't bother you?"

"Not really," Rick shrugged. "It helps make the time go by faster."

"And you don't mind working for Jameson?" Peter asked in surprise.

"Well, I never really dealt with him ever since he first hired me," Rick shrugged. "Does he treat you really bad?"

"The way he acts just wears me down after a while," Peter sighed. "I always feel like he's going to bite my head off if I say the wrong thing. Why are you asking me all this, anyway?"

"I'm trying to figure out what I'll do after I get my degree," Rick explained. "Alyssa's going to keep working as a dance teacher, my friend Kenny's going to become a graphic designer, you're going to work as a chemist…"

"Are you seriously thinking of staying on here?" Peter asked, raising an eyebrow. "And you don't mind the way this place is run?"

"It's a steady paycheck," Rick shrugged. "It'll tide me over until I find something better, if that's what it takes."

"Come back and tell me that after you've worked here for another two years," Peter couldn't help but smirk. "You really want to keep working for New York's answer to Ebenezer Scrooge? He hires college kids because he knows that he can pay us less than people with more experience," Peter reminded Rick.

"If you hate it so much, why are you still here?" Rick asked.

"Like I said before," Peter sighed, "Jameson pays just enough to make it worth my while. It really helps that the hours are flexible-I can still keep up with my schoolwork."

"That's one of the reasons I'll probably be sticking around," Rick pointed out with a grin. "Besides, I'm in my element here-I love writing, editing, stuff like that. You work tech support here, right?"

"Yeah," Peter nodded. "I also sometimes take pictures whenever there's a spare photo assignment I can fit into my schedule."

"But you're a science guy," Rick pointed out. "You love conducting experiments, noting results, verifying hypotheses, that sort of thing. That's what you want to do in life, not work at a newspaper."

Peter didn't have a response to that.

"It might not necessarily be at the _Bugle,_" Rick continued, "but I'm starting to think that this is something I might be really good at. Not so much journalism and reporting, but writing and editing."

"Suit yourself," Peter shrugged. "All I know is that once I graduate at the end of this semester, I'm out of here."

* * *

Senator Robert Kelly's eyes narrowed as he read through the compilation of news articles his aides had prepared for him. He'd instructed them to gather all the media coverage they could find discussing his chances for reelection, and the news wasn't good. He knew he was in serious danger of turning into a lame duck. While many of his colleagues in both the established parties had courted his support on past occasions in hopes of courting his support for crucial votes, the Democrats and the Republicans were both smelling blood and knew they had an excellent chance of beating him in the November Senate election if he decided to run again.

In part, it was because Kelly's calls for mutant registration were no longer nearly as popular with the public as they used to be. The X-Men's heroic exploits had gone a long way towards winning public support for mutant rights, and Kelly's cherished Mutant Registration Act was in tatters after the Supreme Court had declared it unconstitutional in _Jameson v. Kelly_. Kelly's supporters in the anti-mutant movement were furious with him, and now with their funding of his election campaigns having been publicly exposed by the _Daily Bugle, _he knew his political career was hanging by a thread.

Graydon Creed, the volcanic leader of the Friends of Humanity anti-mutant hate group, had urged Kelly to hire a supervillain to murder J. Jonah Jameson, whose paper had broken the story about the anti-mutant movement's contributions to his campaign. However, Creed's instinct was always to attack, attack and attack-even if Jameson was killed, it probably wouldn't repair the political damage the _Bugle _had inflicted him, especially when it had already given the Democrats and the Republicans plenty of material to use for their attack ads.

No, he was going to need to do something more subtle than that.

And he knew just who could help him.

Taking the specially secured phone out of his pocket, he dialed a number that he knew would be able to help him.

"Hello, Norman?" he asked.

* * *

"How could you do this to me?" Barton Grimes shouted angrily at his brother Percy. "You betrayed me, you sick piece of-"

"Betrayed you?" Percy shot back angrily. "You're the one who's been taking this body for a joyride and picking fights with Spider-Woman. At least **I **never tried to make an enemy of her! She only ended up ruining my performance because **you **were the one stupid enough to make us part of her rogues gallery!"

Barton and Percy Grimes were closer than most brothers, given that they shared a common body as a chimera. As two separate zygotes that had become fused in their mother's womb, the brothers' distinct personalities had remained fully aware and intact after their birth and as they'd grown into adulthood. Now, as the costumed supervillain called the Brothers Grimm, Barton and Percy were as deadly as they were bizarre, and as bizarre as they were insane.

Normally, their mutant conjuring powers were under Barton's control, but after he'd been hypnotized into a stupor by Dr. Karla Sofen Percy had taken control of their powers and embarked on a warped "performance" of his own. Percy had been thwarted by Spider-Woman, who'd managed to defeat him and leave him for the police, but the Brothers had managed to escape the police before they could get the power-blocking restraints on him. While Percy had been knocked out by Spider-Woman's blows, her attacks had jolted Barton out of his stupor and allowed him to retake control of their body. He'd used his conjuration powers to create an Easter egg filled with laughing gas, which distracted the police as he escaped.

Now, hiding out among the pimps, drug dealers and other lowlifes on Yancy Street, the Brothers had kept a low profile, travelling in his street clothes and only using the strange creatures he conjured to steal food and money from various shops. Although they took great care to not publicly display their true nature when they were out and about, Percy and Barton had taken to arguing furiously behind closed doors in the dingy motel room they were renting, knowing full well that anyone who happened to hear them would interpret their argument as a drug addict's ravings.

The room was also filled with the rest of their creations, some of which were Barton's and some of which were Percy's, each reflecting their creator's artistic interests. Barton's creations were warped childhood things like insanely giggling masked teddy bears, animated harlequin puppets that had all been killed in some gruesome fashion and dancing jack-in-the-boxes with skulls for heads. Percy's creations were macabre things reflecting classic works of art, such as hairless screaming figures, creatures that resembled gruesome crosses between lobsters and telephones and dwarflike creatures dressed as priests who wielded clubs that resembled severed animal limbs. These creatures snapped and spat at one another, reflecting their masters' argument.

"At least I wasn't the one gullible enough to fall for that twisted headshrinker's schemes!" Barton snapped back. "And then you had to come up with that creative abortion you called a performance! How much money did you even make, dear brother?" he sneered.

"As much money as you ever made, _brother,_" Percy shot back. "And I should add that I terrified my victims much more than you did! Your creations simply are simply creepy and disturbing, while mine are outright frightening!"

"Are not!" Barton answered.

"Are so!" Percy replied.

"Are not!" Barton screamed.

"Are so!" Percy yelled.

"Are not!" Barton whined.

"Are so!" Percy sneered.

"Alright then, Mr. Smartypants," Barton finally snorted, "why don't we put on a contest? Let's put on a dual theatrical presentation, each with our own creations. Then we'll see who scares the audience more!"

"Agreed!" Percy nodded. "I'm going to do so much business, it'll make your bulbous head spin!"

"This is your head too, you numbskull!" Barton shot back, before the Brothers Grimm burst into hysterical laughter.

Percy and Barton immediately calmed down, each using their half of the mind they shared to plan the upcoming performance. The venue was easy to figure out, as was how they were going to gather the audience.

The only question, of course, was which conjurations would get the greatest terror out of the audience.

* * *

Dr. Karla Sofen worked diligently at her computer, analyzing her findings on the public reactions to the escapes of Supercharger, Mr. FX, the Chain Gang and the Brothers Grimm. She marveled at what technology was capable of these days, as the netbots she'd developed had proven to be very useful. Dr. Sofen was using the netbots to scour the Internet for any mention either of the supervillains she'd helped escape from Ravencroft, as well as any mention of the Tomorrow Legion or her costumed alter ego of Moonstone.

As Moonstone, she'd developed the bot program with the assistance of the Fixer, a criminal technologist known for his mastery of computers. The Fixer had become famous in the criminal underworld for his development of an "off the grid" communications network, which he referred to as the "Outsider" that could not be traced through Internet service providers or phone company records. Criminals ranging from drug smugglers to child pornographers were using it to support their depraved "businesses", even as supervillains and terrorist organizations used the network to communicate with one another. Moonstone's bots allowed her to scan both the conventional Internet and the Outsider, and return all the results to her home computer for analysis.

The results were good, very good. Reading through the blogs, news sites and message boards that discussed the issue, Dr. Sofen saw how tense things were becoming in New York. The rampages of the villains she'd released from Ravencroft were making people increasingly scared, as they speculated on what would happen next. There were rumors of another supervillain crime wave, or an attack on the city like the ones caused by Psyko.

The rumor mill on the Outsider was similar. A number of villains were expressing admiration at what Supercharger and the others had accomplished, and they too were noticing the increasing tension in New York. To Dr. Sofen's delight, she found that several of them were discussing the themes that she'd tried to get them thinking about in her conversations with them as Moonstone. The villains talked about how they could make more money and cause more suffering if they organized themselves and coordinated their efforts, and just how right Jack O' Lantern had been.

A smile spread across Dr. Sofen's face, as her eyes lit up with eagerness.

Everything was working out just as she'd anticipated, and the months of planning were starting to pay off. The Tomorrow Legion was ready to be revived, and all it needed was a leader.

However, Dr. Sofen would still have to get elected as the leader first. Jack O' Lantern and Doctor Octopus had done it based on their status in the supervillain community, status that Dr. Sofen had yet to attain.

Not that attaining that status would be particularly difficult, of course.

Rubbing her chin thoughtfully, Dr. Sofen planned her next move.

* * *

Rick found himself at the Student's Union Building several days later, reading over his notes in preparation for his afternoon English class. At the back of his mind, however, he was thinking about his decision to become a copywriter or book editor. The more he thought about it, the more he knew that it was what he wanted to do as a career. He might need to continue on to get a Master's degree, but that in itself wouldn't be too much of a problem.

His musings were interrupted by the loud crashing sound that erupted from another part of the building. Leaping up in horror, Rick ran to see what was going on, even as he instinctively checked his pocket to make sure he was carrying his supply of emergency sleeping pills. Not knowing when he might have to release Sleepwalker, Rick had taken to carrying the pills with him in case he needed to release Sleepwalker. While he could get Sleepwalker to put him to sleep and be released from his mind, there was always the danger that the sounds of the fight could wake Rick up. Rick hoped that the pills would reduce the danger of this happening.

He saw a grisly sight when he came into the area where the explosion had happened. A large, gaping hole had been torn in the side of the building, with rubble strewn all over the floor. Bloodied and unconscious students lay among the wreckage, some screaming in pain and others not moving at all. Hovering above it all was a figure sheathed in golden light. At first Rick thought it was Lightmaster, but in fact it was a beautiful woman dressed in golden body armor with a masked silver helmet and matching gloves and boots. Long blonde hair flowed out from her helmet, and she laughed hysterically.

Rick quickly ran in the other direction, looking for some place where he could hide and release Sleepwalker without being seen, but to his dismay Moonstone was following him and several other students into the main foyer. She was firing deadly beams of light everywhere, blasting holes in the walls and ceiling and causing debris to come falling down on the terrified students.

His heart pounding, Rick tried to figure out what to do. Maybe if he fled and then came back, he would be able to find some rubble to hide under and release Sleepwalker-

Rick's attempts to come up with a plan proved to be utterly pointless, as a large piece of the wall came crashing down right on top of him and pinned him underneath it. His entire body exploded with pain, before he mercifully fell into unconsciousness.

* * *

Rick had been near the wall of the building when he'd been hit by the debris, which landed down around him. Between them, the wall and the wreckage provided enough cover for Sleepwalker to emerge from Rick's mind without being seen. The alien warrior took a few moments to clear the debris away from Rick, rage filling his mind as he saw what his human host had suffered.

Rick was covered in bruises and blood, and it was clear that several of his bones were broken. His breathing was shallow, and he was deathly pale.

Sleepwalker felt a boiling rage rise up inside him, a rage that only increased as he saw what had happened to Moonstone's other victims. Focusing his warp vision, he used it to free many of the people who were trapped in the debris that had hit them, making it easier for the paramedics to help them, before he took off after the woman who had injured them. Sleepwalker didn't know why she was causing all this mayhem, and quite frankly he didn't care.

She had hurt Rick, to say nothing of so many other innocent people, and he intended to make her pay.

* * *

Moonstone was having a wonderful time, blasting away at the helpless, screaming students and staff as they ran for their lives. When she'd first decided to become a supervillain, she could never have realized just how much **fun **such a destructive rampage could be. More and more, she was getting an idea of why so many supervillains committed their crimes as much for pleasure as for profit. There was, after all, a certain appeal in wielding so much power over these people.

It was only just in time that she heard the angry scream and whirled around to confront Sleepwalker, who was charging at her with a murderous look in his eyes. She reacted by channeling a powerful blast of light at him, but to her surprise Sleepwalker's eyes flared with a bright magenta light and seemingly deflected the blast. Caught off guard, Moonstone was bowled over by Sleepwalker, who began viciously beating her.

_"Are you akin to a punishing goddess, casting heavenly bolts from on high to bring suffering and misery to those who lack the wherewithal to retaliate?" _Sleepwalker shouted, punching Moonstone in the stomach and then smashing her across the face with a vicious haymaker when she doubled over in pain. _"Perhaps we might ascertain the true extent of your divine capacity by determining how you fare against one who is capable of opposing you on equal terms!" _he shouted, grabbing her by the arm and flinging her down into the roof of one of the nearby buildings.

Moonstone landed with a heavy crash, her body throbbing in pain from the punches Sleepwalker had hit her with. She cursed herself for not foreseeing Sleepwalker's attack, knowing that she should have been watching her back. She fired another blast of energy at Sleepwalker, who simply deflected it with his warp beams and came down to roof level to attack her. His warp vision flared to life again, twisting the stone of the roof into restraints that trapped her.

Moonstone struggled briefly as Sleepwalker tightened the bonds, causing her to cry out in pain. The alien advanced on her, an ugly look on his face.

_"Who are you?" _the alien demanded, his eyes glowing with anger. _"Why are you engaging in this murderous spree?" _

"I'm…Moonstone," she gasped. "And..." she trailed off, before focusing her power all around her in a burst of energy, blasting herself free and blowing Sleepwalker back. "**And I'm doing this because I can!**" she laughed, firing a powerful burst of energy straight down on the building they were standing on. The building's roof began to cave in, as debris began to rain down on the screaming, terrified students and staff inside.

Moonstone raised into the air and flew away, still laughing all the while. Sleepwalker was forced to let her go, racing frantically to save the people inside the building they were standing on from being crushed by rubble. Using his warp vision, Sleepwalker was able to reshape much of the furniture and the walls of the building into a protective barrier that shielded most of the people inside from the debris, although several people were injured.

By the time Sleepwalker emerged, Moonstone had disappeared. He tried to pick up on her energy trail, but the Sleepwalkers who called his part of the Mindscape home were never very good at following energy trails. While there were a few faint traces here and there, it wouldn't be nearly enough for Sleepwalker to pick up on.

Cursing himself for letting Moonstone catch him off guard the way she did, Sleepwalker moved to start helping the victims of the catastrophe, using his warp vision and his superhuman strength to dig several bystanders out of the rubble they were trapped in. Most of the people Sleepwalker freed were alive, although many of them had suffered everything from concussions to broken bones. In between helping the survivors of the attack, Sleepwalker also used his warp beams to repair much of the damage done to Empire State's buildings by Moonstone's crazed rampage.

The alien warrior was outwardly calm as he worked, but inside he felt a seething, boiling anger, the type of rage he typically only felt when dealing with the likes of Cobweb, the Scarecrow or Psyko. For no apparent reason, this Moonstone woman had decided to terrorize, maim and kill dozens of innocent people, for no better reason than because she could.

_And Rick, to say nothing of all these other innocents, are made to suffer, _Sleepwalker realized. _These sorrowful circumstances are akin to the aftermath of many of my previous encounters with supervillains and extradimensional demons, and this encounter will conclude in the same manner. _

_ Moonstone will be called to account for her crimes, _Sleepwalker thought, making every keep to keep his rising anger under control.

* * *

_I've got the angle just right, _Kenny Anderson congratulated himself as he finished the preliminary sketch. _Now I've just got to mix the colors right. Should I go for a twilight sky effect, or-_

Kenny's train of thought was interrupted by his phone ringing. Jolted out of his reverie, he sat there for several seconds before he realized where the ringing was coming from. Confusion turned to irritation as he answered the phone, not pleased at being interrupted while he was trying to work on an assignment for his art class.

"Yeah?" he snapped in annoyance.

_"…Kenny?" _the female voice on the other end asked hesitantly.

"Oh, Mary Jane!" Kenny said, his mood brightening when he realized who was on the other end. Mary Jane Watson was one of the most beautiful girls he'd ever met, and she'd been one of his best models for the calendar of drawings he'd put together late last year. They'd become good friends since then, to the point that Mary Jane not only tolerated but even enjoyed Kenny's absurd attempts at flirting with her.

"I'm sorry, I didn't know it was you," he grinned. "What's up?"

At first Kenny had been confused, then he'd been irritated. After that, he was happy, and then he was horrified when Mary Jane told him what had happened to Rick. Their mutual friend Julia Winhill was already there with Mary Jane and a few of her other girlfriends, who were helping to look after Julia. Kenny wasn't at all surprised that Julia was too distraught to call him herself, particularly when it came to anything involving super-powered villains.

Shaking his head in frustration, Kenny assured Mary Jane that they were on their way, and got up to find Alyssa and Red.

* * *

Kenny, Alyssa and Red arrived at the hospital almost half an hour later, caught between anger at what had happened to Rick and nervousness over his condition. To their immense relief, they found Julia sitting with several other girls. One of them was a gorgeous redheaded girl with stunningly bright green eyes, who Kenny introduced to Alyssa and Red as Mary Jane Watson. The others were an attractive blonde named Liz Allan and a lovely brown-haired girl by the name of Kitty Pryde.

Mary Jane briefly introduced her friends, before explaining once again what had happened to Rick. Kenny noticed that Julia was still too upset to talk, while Liz and Kitty didn't really seem comfortable explaining the situation. He realized that Alyssa and Red probably didn't mind, since they didn't look like they were in the mood to talk either. They spent several hours waiting, as the doctors were extremely busy with multiple patients. Moonstone's rampage had sent almost ten people dead and nearly two dozen wounded, and no one knew how long Rick would have to be in surgery.

"Thanks for waiting with us," Kenny ventured, as he sat down next to Mary Jane. "You guys weren't hurt by that crazy Moonstone lady, were you?"

"…No," Mary Jane murmured. "But…it's just…why does this have to keep happening?"

"What do you mean?" Kenny asked, slightly alarmed by the vehemence in Mary Jane's tone.

"Supervillains are always using this city as their personal playground," Mary Jane said angrily. "And when the heroes try to stop them, people like Rick are always getting hurt in the crossfire! Why do these sick maniacs keep doing this? What's the goddamn point?" she asked, her eyes flashing angrily.

Kenny wasn't sure what to say.

"…I'm sorry," Mary Jane finally said. "I just hate seeing these things happen," she finished, clenching her hands in frustration.

Kenny patted her hand gently, saying something to comfort her. He winced as he saw the tears in her eyes, realizing what she must be going through.

* * *

Although Alyssa had managed to avoid shedding any tears so far, she felt almost sick with worry over Rick's condition. A part of her desperately wanted to scream, to vent her worries and her frustrations, but she knew it wouldn't help. Every time things seemed to be going well, something bad happened and they ended up going through hell once again.

Sleepwalker being trapped in Rick's mind…

Rick's parents murdered by Psyko…

Julia nearly being killed by Lightmaster in his attempts at revenge…

Rick nearly going crazy from the stress of keeping Sleepwalker's presence in his mind a secret from his friends…

Cyrus being driven to suicide by one of Sleepwalker's demonic enemies…

_Why do these things keep happening to us? _Alyssa wondered plaintively.

_And when is it going to stop? _

* * *

If Alyssa was frustrated and upset, Red was merely angry. First Lightmaster had tried to kill Julia, then Cyrus had been driven to suicide by some demonic monster and now Rick was clinging to life in intensive care because of Moonstone's rampages. That was what galled Red so much-these psychotic freaks kept getting out of jail and coming back to cause more mayhem, more suffering and more death.

_You can't rehabilitate these sons of bitches, _Red thought to himself. _Why can't we just kill them? If you put them out of our misery, they can't hurt anyone anymore!_

Red briefly wondered what had happened to Sleepwalker. Was he still in Rick's mind and unable to leave because he didn't want to give himself away to the hospital staff, or was he still in the physical world with Rick being unconscious? If that was the case, then Sleepwalker would probably return to the house Rick and his friends were renting to try and talk to them.

Then again, Sleepwalker was probably hell-bent on finding Moonstone and doing to her what she'd done to Rick and all those other innocent people.

That thought cheered Red up, if only for a moment.

* * *

Kenny and the others were allowed to see Rick briefly, although he wasn't conscious. Hooked up to a respirator, his arm and leg in casts and his chest heavily bandaged, Rick was pale and thin, lying in what looked like a coma. While Rick's friends had experienced the tragedy of losing loved ones to supervillain rampages before, they had fortunately been spared the graphic details of seeing what had happened to Cyrus and Rick's parents.

For Kenny, it was a sobering moment, especially when he realized just how many people had to have gone through these same experiences. He shuddered as he realized just how narrowly Julia had avoided suffering a similar fate at the hands of Lightmaster, as had Red and Alyssa when they were kidnapped by the Bookworm. If it hadn't been for Sleepwalker, they would have been the ones lying unconscious in a hospital bed or on a slab in the morgue.

_And Rick's just one of, what, twenty-two people who got hurt? _Kenny realized. _They were the lucky ones-another ten people were killed by Moonstone. _

Three times in the past, Kenny had experienced what the loved ones of murdered supervillain victims went through. Now, the friends and loved ones of ten more people were going to experience it too.

No wonder Red could barely contain his anger, Julia was hanging off of him for support and Alyssa was shaking like a leaf.

* * *

Sleepwalker had spent more than an hour observing the house Rick and his friends were renting, and no one had gone into or out of the place. He suspected that they were all at the hospital with Rick. Part of Sleepwalker wanted to go to the hospital too and see Rick's condition for himself, but he knew that his presence would cause far too much commotion. The last thing he wanted to do was cause the hospital staff any more stress than they were already dealing with.

He'd completely lost Moonstone, as his limited tracking abilities simply weren't up to the task of following her energy trail. Sleepwalker had been scouring the city for quite a while before returning to the house Rick and his friends were renting, but aside from thwarting a liquor store robbery by a pair of non-powered gangbangers, Sleepwalker's search had been uneventful.

Sleepwalker fully intended to resume his search for Moonstone, but for now he needed to speak to Rick's friends. Deeply worried about Rick, Sleepwalker needed to know what condition his human host was in. Once he was clear on that, he would be able to go after Moonstone.

Knowing how Rick was doing would help Sleepwalker focus on the hunt, but getting rid of the uncertainty wouldn't help him get rid of the anger he felt at Moonstone, nor the increasing sense of concern not only for Rick, but for all of his human friends, as well.

* * *

"_Just look at it," _Vincent Gonzalez was telling the TV reporter. _"Rick Sheridan is a textbook example of what these super-powered maniacs do to ordinary people! It's just like what happened to my sister, and all those people at Macy's!" _

"_And where was Spider-Woman, the great and noble superhero, when Rick and Moonstone's other victims needed her?" _Vincent spat in disgust. _"Moonstone is supposed to be one of her enemies, isn't she? Spider-Woman thinks that she's some big bad hero, but she can't even do her damn job properly!" _

"_So, this is Spider-Woman's fault?" _the reporter asked.

"_Who else would it be?" _Vincent scoffed. _"If she were any kind of real hero, she'd have stopped Moonstone by now! Instead, people like Rick Sheridan suffer because of her incompetence!"_

Laughing at the report, Dr. Karla Sofen closed the file. It had been an invigorating several days, tearing through Empire State University, Madison Square Garden, Central Park, Times Square and several other New York landmarks. From everything her bot program had found, Moonstone was being widely talked about both on conventional news sources and among her fellow New York supervillains on the Outsider Network.

Everything was finally coming together, and she was ready to begin the final step of her plan.

It was time.

(_**Next Issue:**_ As Rick lies clinging to life in the hospital, Red continues to wonder about why the supervillains who make people like Rick suffer should be allowed to live. Robert Kelly has not remained idle, as he takes steps to strike back at the _Daily Bugle _for its exposes harming his political career. Kelly isn't the only one working behind the scenes, as Dr. Karla Sofen finally puts her plan to revive the Tomorrow Legion into action! Sleepwalker searches for Moonstone to bring her to justice, but instead he finds himself an unwilling participant in a horror show carried out by the psychotic superpowered showman called the Brothers Grimm! All this and more in _Sleepwalker #63: Puppet Dance, Part Two: Dancing On A String!_)

**_NOTE_**

This issue is part of a crossover with the Ultimate Spider-Woman series. Reading the issues in both of the series starting with issue #39 of Ultimate Spider-Woman and issue #62 for Ultimate Sleepwalker will allow for the entire story to be fully understood before the Sleepwalker/Spider-Woman Crossover Special coming soon!


	71. Puppet Dance Part 2: Dancing On A String

_He looks like he's got some more color, _Red Ericsson thought to himself as he looked over the still form of Rick Sheridan, _but…I don't know…_

"How is he, Doctor?" Red asked as he turned to the physician looking after Rick.

"Rick's condition is stable," Dr. Carmichael frowned, "but we don't know how long it'll be before he wakes up. Even when he does, it'll be a while before his other injuries heal."

Alyssa Conover only shook her head sadly as she heard Dr. Carmichael's words. It had been more than a week and a half since Rick had been crushed under a piece of falling debris, caused by the supervillain Moonstone's rampages at Empire State University. The blow had broken one of Rick's arms and one of his legs, as well as several of his ribs, in addition to putting him in a coma. Rick was just one of the many victims of Moonstone's rampages who remained in the hospital, and whose lives still hung in the balance.

Alyssa had heard two of the nurses talking about the other twenty-one Empire State students who had been brought to the hospital from the injuries Moonstone had inflicted on them. Apparently, four of those students had succumbed to their injuries and died, despite the efforts of the hospital staff to help them.

Looking around at Red, and her other friends Julia Winhill and Kenny Anderson, Alyssa could see the same grim, worried looks on their faces. They shared her worry, having already lost their other friend Cyrus O'Donnell after he'd committed suicide. Alyssa wasn't sure she'd be able to take it if Rick died, particularly if his death was at the hands of a supervillain. They'd all been threatened by supervillains at one time or another in the past, but the Sleepwalker, the mysterious alien warrior who was trapped in Rick's mind, had always protected them.

As she realized that, Alyssa wondered what had happened to the Sleepwalker.

She knew he was probably hunting Moonstone, but that thought didn't bring her any comfort.

All it brought was more worry-she didn't want to lose him, too.

* * *

SLEEPWALKER #63

PUPPET DANCE, PART TWO

"DANCING ON A STRING"

* * *

Sleepwalker was actually waiting for Rick's human friends back at the home they were renting. Ever since he'd emerged from Rick's mind, he'd been frantically trying to find Moonstone, but so far he'd had no luck. His limited ability to follow energy trails simply wasn't as developed as other members of his race, and so Sleepwalker couldn't hope to find her. Frustrated with the search, he had come back to the home Rick and his friends were renting to ask them how Rick was doing.

No one saw Sleepwalker enter into the house, and the only resident still there when Sleepwalker arrived was Alyssa's dog Rambo. Rather than bark at the intruder, Rambo had merely sniffed at Sleepwalker curiously, before barking once and walking back to the pillow he had been sleeping on. Sleepwalker was confused by the dog's reaction, as he would have expected Rambo to attack someone he didn't recognize. Shrugging his shoulders, the alien made his way downstairs and waited in the basement den, where there were no windows, for Rick's friends to come back.

The alien looked up when he heard footsteps coming down the stairs, but to his astonishment it was Rambo who had followed him down. The dog hopped up onto the couch next to Sleepwalker, snuggling up next to the alien before lying down and breathing a contented sigh. Once again, Sleepwalker was confused by the dog's reaction, before he realized that Rambo had never once reacted whenever Rick had emerged from Rick's mind and into the house before exiting to go on his nightly patrols.

_"You wish to provide me with your company, little one?" _Sleepwalker asked in bemusement. _"How is it that you have never displayed a negative reaction to my sudden presence in your home, or my otherworldly appearance? Are you accustomed to my involvement in the lives of your owner and her friends? Or have you always recognized me as a benevolent entity?" _

Rambo's only response was to twitch a little and give another sigh. Impulsively, Sleepwalker began reaching out and petting the dog, who gave a little growl of pleasure.

As he petted Rambo, Sleepwalker was reminded of the feelings Rick had experienced on multiple occasions. Whenever he had felt stressed or overwhelmed with the things going on in his life, Rick had always cheered himself up by petting or playing with Rambo. Now, as he did the same thing, Sleepwalker felt much the same way, smiling in spite of himself at the dog.

Sleepwalker wasn't sure how long he sat there, but eventually he heard the slamming door and the footsteps. Instantly, Rambo stood up and began barking, although he did not move from where he was standing. Sleepwalker heard their confused murmurs and their footsteps upstairs, before they finally descended the stairs to find Sleepwalker and Rambo, who only stopped barking once he saw Alyssa and the others.

"Sleepwalker?" Kenny asked in surprise, as the alien came forward to greet them. "What are you doing here?"

_"The purpose of my return is to inquire as to the state of Rick's health," _Sleepwalker replied. _"What is the current status of his condition?" _

"…It's…" Julia began. "It's…alright," she finally managed to say, "but we don't know when he'll wake up."

"Is that why you're still here?" Kenny asked him. "You'd be pulled back into his mind if Rick regained consciousness, right?"

_"Most assuredly," _Sleepwalker frowned. _"Until Rick's full revivification, I am entirely lacking in any capacity to return to his mind." _

"What happened to Moonstone?" Red demanded, his eyes glowing angrily at the thought of her.

_"Much to my regretful shame, Moonstone evaded my original efforts to engage her in confrontation," _Sleepwalker shook his head. _"My attempts to pursue her were an exercise in futility-despite the hours I devoted to the search, Moonstone successfully effected her vanishing. For that, I can offer nothing but my most profound apologies," _Sleepwalker said sadly, bowing his head.

"How are you holding up?" Alyssa asked, concern in her eyes.

_"I am accustomed to bearing such concern as I possess for Rick's welfare," _Sleepwalker assured her, _"and while my desire to witness the restoration of Rick's wellbeing is as strong as your own, I am otherwise in no exceptional distress. What of your own states of mind?" _

"We'll hold up," Julia said determinedly, although the strain on her face was telling. "I'm just tired…"

"We all are," Kenny replied. "Come on, let's get some supper ready. You coming, guys?" he asked Red and Sleepwalker, as the girls followed him upstairs.

_"It would be for the best if I remained as inconspicuous as possible," _Sleepwalker shook his head. _"For the time being, it would be more advantageous for me to remain in the basement of this residence." _

"I'll catch up," Red waved them off, before he turned back to Sleepwalker.

"You weren't able to catch her?" he asked the alien.

_"Her attempts at evasion were successful, the overriding factor being the innocent bystanders that she threatened, forcing me to go to their rescue while she fled," _Sleepwalker frowned. _"Once I had attended to the endangered students that Moonstone had threatened, she was nowhere to be found." _

"But you're going to go after her, right?" Red asked.

_"You may be assured that it is my primary objective," _Sleepwalker nodded.

"And what are you going to do to her when you catch her?" Red asked.

_"I shall combat her and do my utmost to assure that she faces judgment at the hands of your human authorities," _Sleepwalker replied in confusion.

"Is that all?" Red asked, an angry edge coming into his voice. "You're just going to let them put her on trial, and then take her to jail?"

_"What other recourse is possible?" _Sleepwalker blinked.

"Kill her," Red spat, a dark light coming into his eyes. "Kill her for what she did to Rick, for what she did to all those other people she's hurt."

Sleepwalker stared at Red in astonishment.

_"What you suggest is entirely beyond my capacity, and stands in violation of my most sacred oaths as a Sleepwalker! For what conceivable reason would you desire me to slay Moonstone in cold blood?" _Sleepwalker asked, scarcely believing what Red was asking him.

"How many people did 8-Ball hurt after he got out of jail?" Red shot back. "How many people did Psyko traumatize after he escaped from the loony bin? How about Lightmaster? How about Spectra or the Bookworm?"

_"I-" _Sleepwalker tried to interrupt, but Red stopped him.

"It's a vicious cycle," Red spat in disgust. "You fight them, and then the cops take them away to jail or the nut house. And then they either break out of jail, or they serve their sentence, and just go back to committing crimes again! And we just let them do it over and over again! When does it all end?"

Sleepwalker couldn't believe what Red was saying.

_"I am by no conceivable means empowered to act as judge and jury in human affairs," _Sleepwalker pointed out. _"Is your implication that I should eschew the legal system entirely, and concentrate solely on doling out vengeance to those I believe are deserving of punishment?" _

"I'm not talking about revenge," Red shook his head, "I'm talking about justice. Justice for all the people who'll end up getting hurt by the next supervillain who escapes or tricks some bleeding-heart shrink into thinking that they're actually reformed. If you kill them, they won't hurt anybody again. Ever."

_"Are all circumstances so identical?" _Sleepwalker asked him. _"What of the criminal who becomes a supervillain through duress, or who is under the mental enslavement of a monster or demon akin to the entities I have fought for centuries in the Mindscape before my arrival on Earth?"_

"Moonstone isn't like that," Red insisted. "Neither are any of the other freaks you fight."

Red and Sleepwalker stared at each other intently, as they struggled to muster further arguments.

Finally, Red turned around and went upstairs to join the rest of the humans for dinner, trying to keep his anger under control.

* * *

Closing his eyes, Sleepwalker meditated in silence downstairs as he waited for Rick's friends to finish their meals. In his mind, he was reflecting on what Red had told him. Killing any living thing, except for creatures like mindmites and mindspawn that were not truly alive to begin with, was so utterly abhorrent to his race that Sleepwalker would ordinarily never have considered it.

Red's words remained with him, however, particularly in light of how Sleepwalker's enemies continually got out of prison to cause more suffering with their crimes, forcing Sleepwalker to stop them once again. It was a vicious cycle, one that every superhero in New York apparently had to deal with. Every time 8-Ball or another villain escaped from prison, or even just served out their sentence, they went right back to what they were doing, without any apparent solution in sight.

_What, then, is the solution? _Sleepwalker wondered as the clatter of the kitchen upstairs faded. _Am I possessed of any capacity to act in this regard, particularly in that I am not a human, much less a duly empowered enforcer of the law? Is it my station to slay those miscreants whose actions have become so gross and extreme that they cannot be permitted to continue to live? Even if such is the circumstance, under what authority may I impose my own arbitrary standards of morality on an alien race? _

"Sleepwalker?" the soft voice jolted the alien from his meditation. Opening his eyes, he saw Julia staring at him in concern. He nodded solemnly as she sat down to join him.

"You're going after Moonstone again, aren't you?" Julia asked Sleepwalker.

_"Precisely so," _Sleepwalker nodded. _"Such is my responsibility as a Sleepwalker, even if Rick could not have been counted among Moonstone's victims." _

"Are you sure you're really alright?" Julia asked him in concern.

_"I…am currently in a state of uncertainty," _Sleepwalker confessed. _"Red has spoken to me about what he refers to as a cycle of superhuman criminals escaping from imprisonment time and again, only to reoffend and force their superheroic opponents to engage them once more in battle. To my own regret, I realize that my own 'rogues gallery', as it were, has become well-established in the pattern that Red describes. His recommendation would be that I slay the villains I encounter. Such a solution would be utterly abhorrent to any of my race…and yet I am at a loss to ascertain any other method by which a more longstanding solution may be devised." _

Julia only shook her head sadly as she put her hand on Sleepwalker's shoulder.

"He's just angry, frustrated," she said, as much to reassure herself as Sleepwalker. "It's because Rick is in the hospital."

_"Once night has fallen, I shall resume my hunt for Moonstone," _Sleepwalker replied, grasping her hand gently. _"I have every intention of accomplishing my mission to see her brought to justice, although I will not go to the extent that Red has suggested." _

Julia and Sleepwalker both seemed reassured by what they were saying to one another, but the doubts continued to linger at the backs of their minds.

* * *

Working on his computer, Red thought about what he'd told Sleepwalker. With his powers, the alien warrior could easily accomplish what Red was advocating, and put an end to the crimes of monsters like 8-Ball and the Bookworm. That was what they had done in the Old West, with frontier justice punishing lawbreakers and evildoers. Superheroes and supervillains were taking society back to that old model anyway, with people who acted to protect themselves and others from bandits and bank robbers when the police weren't available…

…So why did he still feel the nagging doubts at the back of his mind?

Red imagined himself holding the gun, pointing it right between the Bookworm's eyes. He tried to imagine himself pulling the trigger…

In spite of himself, Red shuddered at the idea, even despite the fact that the Bookworm had tried to kill him on more than one occasion.

_What the hell's wrong with me? _he wondered, a sense of disgust rising up within him. _I can ask Sleepwalker to kill someone, but I can't do it myself? _

Turning to face the window, Red sat and watched the rapidly-setting sun for over an hour as he thought the matter over.

In spite of all his efforts, he couldn't find an answer.

* * *

Aside from having a rather unusual name, the band Crystal Prism Octopus was known for its uncanny ability to blend unusual combinations of instruments. Their songs could have marimbas playing alongside bassoons, electric guitars alongside glass armonicas or cellos alongside pipe organs. They were known for both the variety of instruments they played in their music, and the remarkable skill with which they could blend them into a sound that was distinctly their own.

The first two times they had played Madison Square Garden, they'd sold the venue out. Tonight was no different, as they were playing to a capacity crowd. They'd played the first two songs of their set without incident, and were halfway through the third when the house lights went dead and the speakers mute. The crowd began muttering in surprise, even some of them began to stand up to leave, until they heard the ghoulish music starting to play.

Bizarre creatures suddenly appeared out of the darkness, tiny hand-sized witches flying on broomsticks and black bats with the heads of owls flying over the shocked audience's heads. They flew down towards the audience members, laughing as they ducked out of the way. The bizarre creatures dropped what looked like Easter eggs from their hands and mouths, eggs that exploded when they struck something. The shattered eggs then released a gas that caused the people who breathed it in to immediately stand stock still, completely paralyzed. People screamed and tried to escape, but they found that all the doors, even the emergency exits, were sealed with a bizarre foam-like glue that was impossible to break. It was then that the house lights were turned back on, as a ghoulish sight descended from the rafters.

The platform looked like a knife between a pair of human ears, slowly coming down to the front of the stage, although even that was not nearly as bizarre as the figures standing on it. One of the beings was a weird bird-headed monster wearing a cauldron on its head, sitting on a throne that resembled a cross between a throne and a toilet, with a pair of human legs sticking out of its mouth. The next was a bizarre man-like thing with what looked like warped tree trunks for legs, its torso looking like a wide open bowl, wearing a hat that resembled a pair of bagpipes with tiny figures ringing it. The third figure was a ghoulish-looking skeleton dressed in the uniform of a toy soldier, and the last was a puppet carrying a large hatchet with a ghoulish smile on its face.

As disturbing as all these figures were, none of them were as bizarre as their master of ceremonies. The man was clad in a black-and-white striped Beetlejuice suit, wearing a loose straitjacket as a vest, and a belled jester's hat on his head. His face was covered by an impassive, grinning harlequin mask, its unnerving smile sending a chill down the audiences' spines.

"Well, well," the man said to himself, speaking into the lead singer's microphone. "It looks like we have a full house tonight!"

"More than that, Barton," the man continued, this time in a different tone of voice. "We're going to settle the matter once and for all!"

"That's right, Percy," the man continued in his 'Barton' voice. "You good people are getting a very special treat tonight-you're going to witness the most magnificent extravaganza performance to ever grace New York!"

The crowd was now panicking, as several people tried to escape. To their horror, they saw a forest of what looked like golden straw poking up through the floor, entangling them and forcing them to watch the stage.

"I think you'll realize that escape is impossible," the man onstage explained in his 'Percy' voice. "You see, we took the precaution of infesting this whole arena with our little creepy-crawly friends. They spread the zombie dust we're using to control the crew who run this place-that's how we're able to control the house lights and the microphone-and sowed the seeds of that golden straw that's binding so many of you. None of you are going anywhere until the show is over, and you've paid us for our performance!"

Several people in the audience screamed, others shouted, and several began crying in panic. The man at the microphone scowled behind his mask, angry at the lack of appreciation from the crowd.

"SHUT UP!" he roared in his 'Barton' voice. "Now, as my brother was saying, you good people are going to be treated to the performance of a lifetime. Percy and I are each going to show off our theatrical talents, and then you'll be judging which of us entertained you more. Once that's all done, we'll be on our merry way!" he finished. "Oh, and you'll be giving us all your wallets, jewelry, and other assorted valuables, but that's just your way of paying us for all our hard work!"

The audience members began screaming, shouting and crying again, as the man began to laugh. His laugh became louder and more manic, becoming a shrieking cackle that echoed throughout the concert hall. Both parts of the Brothers Grimm enjoyed the warped contrast of their creations, each admiring his own handiwork.

Barton Grimes's creations were nightmarish twists of childhood, nursery rhyme and fairy tale images, such as jack-in-the-boxes, teddy bears, toy soldiers, witches, Easter eggs, beanstalks, thorn bushes. Percy Grimes's creations were based off macabre works of art, such as Edvard Munch's _The Scream, _Salvador Dali's _Lobster Telephone _and _The Persistence of Memory, _Hieronymous Bosch's _The Garden of Earthly Delights, _Francis Bacon's _Figure With Meat _and Francisco Goya's _Man Mocked By Two Women _and _The Sleep of Reason Produces Monsters. _

"IT'S SHOWTIME!" the Brothers Grimm raved to himself.

* * *

Sleepwalker had left the house Rick's friends were staying at in the evening, intending to resume the search for Moonstone. A part of him wanted to visit Rick at the hospital to check on him, since as long as Rick was in a coma Sleepwalker was trapped in the physical world. While the alien had once before cast himself back into Rick's mind while Rick was still asleep, he strongly suspected that was only because of the psychic hold that Deathwatch and the Scarecrow had trapped Rick and his friends in. It wouldn't work now, and in any event Sleepwalker would cause a horrible commotion, to say nothing of probably giving away his connection to Rick, if he went to the hospital to try and get back into Rick's mind.

That was a potential problem. Although Sleepwalker hadn't exerted himself very much since he'd emerged from Rick's mind, sooner or later he would need to return and replenish his supply of mental energy, which was what the Sleepwalker race fed on to live. Even just being in the physical world caused Sleepwalker's body to expend its reserves of mental energy the way a human body expended its reserves of food and water, and both Sleepwalkers and humans eventually needed to feed in order to live.

The unnerving thoughts lurked at the back of Sleepwalker's mind, but they were soon forgotten as the alien passed over Madison Square Garden. To Sleepwalker's alien senses, the entire place seemed abuzz with strange energies that were not quite magical, and yet not quite psychic. The building itself was not charged with these energies, although they were contained within it.

Sleepwalker briefly wondered if these energies were produced by his old enemy, the Bookworm, who was likely holding the audience members hostage to avenge one of his old grudges, possibly even against Sleepwalker himself. Scowling angrily, Sleepwalker came down over the roof to the main concert hall and opened a hole in it with his warp beams, coming down to see what was going on.

Although the Bookworm wasn't involved, what Sleepwalker saw was a disturbing sight nonetheless. Small pale-skinned humanoids ran through the aisles of the arena, holding their heads and screaming, while teddy bears in executioner's hoods swung large axes with evil smiles on their faces. Demonic-looking clowns swinging oversized novelty mallets had mock battles with dwarflike figures dressed like priests wielding clubs that resembled severed animal limbs. Melting clocks spun in synchronized formation around jack-in-the-boxes that popped open to reveal disturbing human skulls.

It was a scene of madness, one only accented by the terrified screams of the audience, most of whom seemed paralyzed or entangled in bindings of what looked like golden straw. Taking it all in as he laughed insanely was the bizarrely attired Brothers Grimm, the perverted master of ceremonies.

_"What psychopathic insanity have you unleashed, you monster?" _Sleepwalker shouted as he flew down to confront the Brothers Grimm. He made sure not to attack just yet, unaware of whether the Brothers' bizarre minions would attack all the innocent bystanders in the audience.

"And here we expected Spider-Woman," the Brothers Grimm sneered behind his mask in his 'Barton' voice. "Don't tell me you're auditioning to take her place?"

_"I lack the wherewithal to understand the context of your inane prattling," _Sleepwalker scowled, stepping into a fighting stance. _"Do you mean to imply that this entire nightmarish endeavor is but a theatrical performance?" _

"Yes, it is," the Brothers Grimm smiled evilly, "and you're interrupting it! Unless you want to try and stop me?"

_"Any such initiative on my part would endanger the lives of your hostages," _Sleepwalker noted. _"Your minions may easily slaughter them, despite any attempt I might undertake to thwart their efforts." _

"Perish the thought," the Brothers Grimm smiled, using his 'Percy' voice. "Barton and I are showmen, whose only goal is to entertain the crowd with our performances! While I would prefer to do without a 'straight man' for the act, Barton's always insisted on it, and as per our competition tonight I've decided to accommodate him. If Spider-Woman won't serve as tonight's straight woman, you're more than welcome to be our straight man! I should also point out that, if you refuse, we're going to slaughter all these people anyway," the Brothers Grimm finished sweetly.

In response, Sleepwalker cast his warp beams on the microphones and musical instruments left by the band members as they'd scattered from the Brothers Grimm, attempting to warp them into bindings to trap the insane villain. Smirking behind a mask, the Brothers Grimm simply rose into the air, supported by the magic carpet he'd cast underneath his feet, and flew out of the way. As Sleepwalker rose to confront him, he was blown back towards the ground by the exploding jacks the Brothers Grimm conjured and threw at him. Reeling from the blow, Sleepwalker was then struck by a pure wave of sound from several of the screaming, balding humanoids running through the aisles, who'd come to assist their master. Almost at once, many of the other creatures attacked Sleepwalker-the dwarflike things beating on him with their animal limb clubs, the telephone-like lobsters tearing at him with their claws, and the undead toy soldiers tearing at him with their bayonets.

Reaching deep within himself, Sleepwalker released his warp vision in a powerful burst, spinning around to catch all of the Brothers Grimm's magical creations in its wake. The creatures screamed and vanished as Sleepwalker struck them, although he was covered in bruises and bleeding cuts from the assault. Looking for the Brothers Grimm, he saw the demented showman sitting in what looked like a swing hanging from a golden star floating in midair, throwing a collection of seeds down at him. Sleepwalker lunged up at the Brothers once again, but the seeds exploded into a mess of thorny brambles that rose up and caught Sleepwalker, tearing into him as they pulled him back down and away from their master. Sleepwalker again blasted himself free, but his entire body was wracked with pain as blood poured from his open wounds.

Laughing mockingly, the Brothers Grimm had drifted away from the stage and over the audience. Now hanging upside-down by his knees from the swing, the Brothers was juggling a collection of Easter eggs in his hands, tossing them expertly before he moved to drop them on the crowd. Moving frantically, Sleepwalker managed to destroy them with his warp beams before they exploded and hit the crowd, but then he left himself vulnerable to a wave of fire from the rose the Brothers had conjured, which briefly shrouded him in flames until he broke free.

Gasping for breath, Sleepwalker knew he was in trouble. He had to keep his attention divided between the Brothers Grimm and all the Brothers' warped minions down below, realizing that they could attack the audience members who were still being held hostage by the Brothers. Either way, he left himself vulnerable…

…and in that, Sleepwalker found his answer.

Lunging at the Brothers Grimm to keep the lunatic showman's attention focused on him, Sleepwalker cast his warp beams over the crowd below, freeing several of them from the gold straw bindings the Brothers Grimm had trapped them in. The people who were freed quickly began trying to escape, several of them grabbing paralyzed audience members in an effort to haul them to safety. Others began to pound on the emergency exits and stage doors, which Sleepwalker obligingly blew open with his warp vision.

Caught completely off guard by what Sleepwalker was doing, the Brothers Grimm couldn't react until many of his prisoners were already trying to escape. Screaming in anger, he directed his conjured minions to attack them, but as he focused on his minions and his prisoners he left himself vulnerable to Sleepwalker's next attack. The alien didn't waste the opportunity, destroying the Brothers Grimm's star-swing with his warp vision and then tackling the villain in midair. Holding the Brothers Grimm with one arm, Sleepwalker used the other to viciously punch the villain in the jaw, stunning him long enough for Sleepwalker to destroy many of his minions with his warp beams. As the Brothers Grimm seemed to regain consciousness, Sleepwalker stunned him again with another punch, leaving him unconscious.

All at once, the Brothers Grimm's creations instantly vanished as their master lost consciousness. Those audience members who had been paralyzed quickly regained their movement, as the Brothers' paralytic gas wore off. Lowering himself to the ground, Sleepwalker handed the unconscious Brothers over to the police, who shackled him with the power-dampening restraints that could neutralize his conjuring powers.

The human audience members were flocking all around Sleepwalker, thanking him for saving them, but the exhausted alien hardly heard their praise. His entire body was wracked with pain from the deep cuts the Brothers Grimm's creations had torn into him, to say nothing of the burns he'd suffered from the Brothers' flame-throwing rose. Time itself was taking a toll on him as well, as he had never been in the human world this long before. Rick had always woken up before now and pulled Sleepwalker back into his head so he could rest, but now Sleepwalker had no such luck.

It was all he could do to rise into the air and warp his way out of Madison Square Garden, flying back to Empire State University and the home that Rick's friends had been renting. It was the only place he could think of to go, and where he could somehow try to rest and replenish his strength.

* * *

Kenny and Alyssa looked up in alarm as they heard the sounds coming from below. They instinctively glanced at Rambo, expecting the dog to bark in alarm and defend them, but instead Rambo merely whined and ran towards the basement steps. Getting up, they followed him down into the basement where they found a bloodied and burned Sleepwalker lying on the couch, gasping for breath.

"Jesus Christ, Sleepy!" Kenny said in horror, as Alyssa's hands flew to her mouth. "What the hell happened to you?"

_"I encountered a supervillain who held a collection of theatergoers at Madison Square Garden hostage," _Sleepwalker said slowly, as he struggled to rise up from the couch. _"I have no doubt that all the informational media outlets will disseminate a worthwhile description of the events tomorrow." _

"We have to get you to the hospital!" Alyssa said in alarm, as she pulled her cell phone out of her pocket. "You need a doctor!"

_"You must refrain from contacting any physician!" _Sleepwalker shouted, forcing himself into a sitting position. _"Not only does human medical science lack the capacity to treat my extraterrestrial body, but you shall be endangering not only myself but all of you as well, should my connection with you be revealed! You are all too aware of the manifold enemies who would appreciate the opportunity to exact revenge upon me by striking through you, are you not?" _

"But…we can't just leave you like this!" Alyssa protested, although she put her phone back in her pocket. "Isn't there some way we can help you?"

_"My race replenishes its strength and stamina through consuming sustenance, which triggers a nascent healing factor and allows our bodies to rejuvenate themselves," _Sleepwalker shook his head, wincing as another wave of pain passed through his body. _"The sustenance I require is mental energy from the Mindscape, which I am only capable of attaining when I am resting in Rick's mind." _

Alyssa shook her head, sighing in frustration as she tried to figure out what to do. Kenny was similarly stumped, until he remembered what Sleepwalker had told them about the Mindscape and how their minds were connected to it.

"Why don't we give you some of ours?" Kenny asked.

Alyssa and Sleepwalker both stared at him in sheer amazement.

_"You would have me draw upon your own personal reserves of mental energy?" _Sleepwalker asked in horror. _"Such an action would be the antithesis of everything I am honor-bound to uphold as a Sleepwalker!" _

"Not if we're giving our energy to you voluntarily," Kenny shook his head determinedly. "Besides, don't you draw on Rick's mental energy while you're in his head?"

_"Your description of the matter is slightly erroneous," _Sleepwalker shook his head. _"When Rick sleeps, his connection to the Mindscape opens and begins replenishing his supply of mental energy. Through Rick's connection, I draw additional energy of my own, over and above what Rick consumes, to sustain myself. I possess sufficient skill to do this without endangering Rick in any shape or form." _

"If it works for him, why can't it work for me?" Kenny asked. "Just draw some more energy through my mind while I sleep!"

_"Such an endeavor would not be without its own unacceptable risks," _Sleepwalker protested. _"I cannot in good conscience-" _

"How many times have you stuck your neck out for us, Sleepwalker?" Kenny replied, not backing down an inch. "How many times have you nearly gotten killed trying to protect us?"

_"Such is my responsibility as a Sleepwalker," _the alien warrior attempted.

"And it's our responsibility to help you out," Alyssa interjected, realizing that Kenny was right. "We've already lost Cyrus, and we might lose Rick. I don't want to lose you too!"

Sleepwalker could only bow his head, overwhelmed by their gesture.

Red and Julia returned home soon after, and they agreed without hesitation to Kenny's plan. Kenny himself agreed to try recharging Sleepwalker first, and so when he went to bed Sleepwalker was sitting at his bedside, drawing additional energy from the Mindscape through Kenny's connection to it over and above what Kenny himself was taking, and then siphoning that energy out of Kenny's mind and into his body. It felt rather awkward for Sleepwalker to be sitting at Kenny's bedside, watching him sleep, but it proved to be every bit as effective as they'd hoped.

Despite being trapped in the real world, Sleepwalker was healing just as well as if he was trapped in Rick's mind. In its own way, that struck Sleepwalker as rather bizarre-drawing energy from the Mindscape through his human friends' memories was almost second nature to him now.

What exactly that signified about him, Sleepwalker couldn't tell.

He meditated on it all through the night, but could find an answer.

* * *

Yancy Street was commonly known as the "ass crack of New York", an epithet given for what usually tended to come out of it. It was known throughout New York, and even New York State, as a hive of prostitution, drug dealing and gang violence. Every law-abiding person who could afford to do so had long fled Yancy Street, while those few that remained lived in fear of the thugs and criminals who made the street their base of dealings. Most feared of all was the Yancy Street Gang, a collection of vicious gangbangers who ran the street as their own personal fiefdom and made sure that the independent pimps and drug dealers paid very dearly for the privilege of being able to operate on their turf.

There were some powers that even the Yancy Street Gang knew better than to mess with, however. The building was a rundown community centre, constructed in better times when there was still a flicker of hope for Yancy Street. The criminals and the few law-abiding residents who still remained both gave the centre a very wide berth, for it had been the headquarters of the Tomorrow Legion, an informal crime cartel made up of supervillains who had decided to pool their efforts for greater profit and greater mayhem. While Spider-Woman had defeated Jack O' Lantern, the ghoulish criminal mastermind who'd first formed the Legion, its original crime spree had been very successful and the criminals who'd participated decided to keep it going. However, they had elected Doctor Octopus as the Legion's new leader.

Instead of running the Legion as the collaborative, mutually profitable enterprise that Jack O' Lantern had envisioned, Doctor Octopus ran it more like an incarnation of the Masters of Evil. Octopus treated the other villains like his subordinates, ordering them around and directing them to perform only the missions he himself wanted, instead of incorporating their own projects into his larger plan the way Jack O' Lantern would have. The rest of the Legion deeply resented Octopus's arrogant, dictatorial leadership, and so none of them made any move to help him when Moon Knight fought and defeated the eight-limbed supervillain. The Legion eventually dissolved, as many of the villains had become disillusioned by Octopus's treating them like his hired thugs.

Now, though, someone was trying to revive the Legion. Moonstone was a rising star in the supervillain world, having distinguished herself in her initial service to Doctor Octopus when she joined his version of the Legion, as well as the increasingly destructive crimes she had been committing. So it was that many of New York's supervillains eagerly accepted Moonstone's invitations to meet them at the site where Jack O' Lantern had founded the first version of the Tomorrow Legion.

Moonstone cut a distinguished figure as she strode out on stage in front of the myriad costumed criminals in the audience, all of whom stared at her expectantly. Everything was ready-over the past several weeks she'd been committing increasingly destructive crimes to boost her reputation, talking to her fellow villains about the Legion in informal settings to get them thinking about it and associate it with her, and in her civilian guise of Dr. Karla Sofen had arranged the escape of several inmates of the Ravencroft Institute for the Criminally Insane, whose actions would strengthen her argument, as did the random crimes committed by various other supervillains.

The energy was at a boil, eagerly awaiting release. Now, with the right words and tone of voice, Moonstone would direct and shape that energy to her own ends.

"It's been an eventful few weeks, hasn't it?" Moonstone started out by addressing her audience.

Some of the villains mumbled to one another in confusion, wondering what she was talking about.

Good, she wanted them open to her ideas.

"Mr. FX and the Brothers Grimm running amuck on New Year's Eve," Moonstone explained. "Flying Tiger robbing that telethon for the victims of supervillain crime. The Brothers Grimm and the hostages he took. Lady Deathstrike and her attempt to murder the governor at that Rangers game. Supercharger and his killing spree at Macy's Department Store. Speedfreek attacking that mutant rights parade. The Ice Princess and her Fifth Avenue robberies. 8-Ball trying to kill Captain George Stacy. What do all these things have in common?"

"They're all crimes," the Porcupine pointed out. "What's your point?"

"Acting on their own, most of those criminals failed. That was because they didn't take the opportunity to pool their resources and combine their mayhem with those of the other criminals. The wounds they caused were scattershot, each easier to heal from on its own."

"What are you talking about?" Sandman wondered.

She had their attention now, wondering what she was getting at.

"Have you ever heard of 'death by a thousand cuts?'" Moonstone asked her audience. "It's a rather fascinating way of killing someone-they bleed to death from a thousand shallow cuts. Each wound may not be very much on its own, but their combined effort will seriously weaken and eventually kill the victim. That's what we're capable of as the Tomorrow Legion, causing more pain and making more money when we each apply a cut at just the right time," she grinned, revealing a line of perfect white teeth.

Several of the more sadistic villains in the audience grinned and laughed, as they began talking to one another. Others were clearly dreaming of the additional profits that they could reap from coordinating their crimes.

She had them on the line, and now she just had to reel them in.

"Jack O' Lantern might have been defeated by Spider-Woman, but most of the other villains who participated made a pretty nice profit, didn't they? I notice that there are a lot of you here tonight," she continued, noticing the smiles and cheers from several of the villains in the audience. "After the way Doctor Octopus treated you like subordinates, like petty henchmen. That wasn't what the Legion was for!"

They were all attention now, as she'd spoken directly to what they were thinking. Octopus had made a hash of the Legion, but when Jack O' Lantern was in charge it had been both profitable and fun.

"And with me as the leader, that's what the Legion will be like again!" Moonstone proclaimed, her voice rising in pitch. "Jack O' Lantern's dream lives on with me, a dream where you are active participants, where your plans join with mine! Together we can crush anyone who stands in our way! Together we can bleed this city dry! Together we are Legion!"

The eager cries and shouts told Moonstone that she had them eating out of her hand. They yearned for a return to Jack O' Lantern's version of the Legion, where they were active partners, rather than mere henchmen.

She smiled at that thought, particularly since they didn't realize they were playing right into her true plan.

Let them rob their banks and murder their victims, it didn't matter. They were dancing on her strings, like the puppets they were.

Dancing towards her ultimate goal.

(_**Next Issue:**_ The Sleepwalker has faced many foes, surviving against overwhelming odds. However, can he, and all of New York, hope to possibly survive against Moonstone's new Tomorrow Legion? Not only must Sleepwalker deal with Moonstone, but he and the rest of New York's heroes must struggle to contain a mass supervillain crime spree. Even that is not the only issue Sleepwalker faces, when he discovers the horrifying truth behind Moonstone's plan and her true goal! All this and more in the _Sleepwalker/Spider-Woman Crossover: Master Of Puppets!_)


	72. Puppet Dance, Part 3: Master Of Puppets

The Sleepwalker gazed out over the New York skyline, his face a mask of determination. Normally he would have enjoyed the sight of the beautiful city lights glimmering against the night sky, which evoked memories of his home in the Mindscape, the otherworldly dimension that connected the minds of all living creatures in existence. Tonight, however, it only served to remind Sleepwalker of how vast New York City truly was, and how ultimately futile his search for the villainous Moonstone was.

For over a week and a half, Sleepwalker's human host Rick Sheridan had been lying in a coma, badly injured by one of Moonstone's rampages at Empire State University. Rick's unconsciousness had released the Sleepwalker from his mind, and the alien warrior had sought to avenge his human friend and bring Moonstone to justice, but she'd managed to escape when Sleepwalker had been forced to help the victims of her attack. Since that time, Sleepwalker had been searching for Moonstone, in between conducting his regular patrols to protect the innocent people of New York from criminals. While Sleepwalker hadn't been able to track down Moonstone, he had rescued several hundred people who were being held hostage by the Brothers Grimm, a psychopathic showman that was in effect two people in one, and who had been forcing his hostages to watch the warped "performances" he put on with his magical creations.

Sleepwalker had been badly injured in the aftermath of that fight, and the simple strain of being in the physical world for so long had taken its toll on him. His race needed mental energy to sustain itself and heal its wounds, and Sleepwalker typically got what he needed when he rested in Rick's mind by absorbing energy through Rick's connection to the Mindscape. Normally Sleepwalker would be pulled back into Rick's mind whenever Rick woke up from sleep or otherwise regained consciousness, but that was before he'd been put into a coma. Sleepwalker had been forced to draw the mental energy he needed from Rick's friends while they slept, using **their **connections to the Mindscape, over and above what they took for themselves.

Frustration was evident in Sleepwalker's features as he pondered his next move. He hated the way he had to hover over Rick's friends while they slept so he could absorb mental energy from the Mindscape through them, even though they'd been the ones to encourage him to do it. He felt a growing sense of anxiety over Rick's condition-he didn't know how long humans could or would be able to survive in a coma, or what kind of condition Rick would be in if and when he finally woke up. He felt a growing sense of hopelessness that he was ever going to find Moonstone, who had apparently gone to ground after her last set of rampages.

The Sleepwalker simply couldn't figure out what to do next.

* * *

Across town, a beautiful young woman with long, fire-red hair and bright green eyes was laying in bed, her mind racing as she tried to get to sleep. Ever since she'd begun fighting crime as the spectacular Spider-Woman, Mary Jane Watson had been confronted with all kinds of complications in both her civilian and her costumed life, and it was just as true today as when she'd started over a year ago.

Her relationship with her boyfriend Randy Robertson had hit a rough patch ever since New Year's Eve when she'd had to run out on him to fight a supervillain as Spider-Woman, and he clearly hadn't believed the feeble excuses she'd tried to make. Now, there was a serious tension between them as Randy suspected Mary Jane of hiding something from him, although so far they'd been dancing around the question. Mary Jane might have told Randy about her dual identity, but he'd been rather blunt in his dislike of costumed superheroes and she was afraid of how he'd react if she told him about being a costumed heroine herself.

Things weren't much better for her as Spider-Woman, either. After the maniacal, electrically-charged supervillain stalker who called himself Supercharger had murdered several of Spider-Woman's critics as a way of proclaiming his sick "love" for her, the brother of one of those victims had started an online hate campaign against her. That was bad enough by itself, but several of the contributors to the campaign had used rather disgusting sexual language and bragged about what they'd have liked to do to her if they got the chance, something Mary Jane doubted they'd have said if they'd displayed their hatred of a male hero like Daredevil or Darkhawk.

She'd also seen another grisly example of what supervillains could do to their victims when she'd seen Rick Sheridan lying unconscious in a hospital bed, clinging to life. Although Mary Jane hadn't known Rick herself, her friends Julia Winhill and Kenny Anderson had been friends of Rick's, and judging from their reactions Rick wasn't the first one of their friends that had suffered at a supervillain's hands. It was the latest in a series of grim experiences Mary Jane had witnessed, from her father being murdered and her Aunt Anna taken hostage by Jack O' Lantern to her friend Kitty Pryde being harassed by human bigots and mutant extremists alike after being outed as a mutant.

What made Rick's case stand out in Mary Jane's mind was the fact that he'd been injured by her old enemy Moonstone. Twice before, Mary Jane had confronted Moonstone as Spider-Woman, but in their first battle Moonstone had escaped and in their second fight she'd outright defeated Spider-Woman and gotten away with the Enervator machine she'd been sent to steal. Mary Jane realized that it was partly because of her incompetence that Moonstone was still on the loose. If she'd done her job as Spider-Woman, Moonstone would be behind bars now.

That made Mary Jane feel especially guilty, not just for Rick but for all of Moonstone's most recent victims. She might have gone after Moonstone when the light-casting villain appeared at Empire State, but when she'd seen Sleepwalker flying after her she'd assumed that he'd be able to handle it. More likely Sleepwalker had gotten caught up in helping Moonstone's victims, allowing Moonstone to make her escape. Not that Mary Jane could really blame Sleepwalker, as she would have done the same thing in his place.

Mary Jane slowly drifted off to sleep, her thoughts whirling with everything she was trying to deal with. While she was glad she had been able to save Captain George Stacy from being murdered by the sadistic billiards-based criminal known as 8-Ball, that didn't get her any closer to bringing Moonstone to justice, or in solving any of her other problems.

Mary Jane simply couldn't figure out what to do next.

* * *

SLEEPWALKER/SPIDER-WOMAN CROSSOVER #1

PUPPET DANCE, PART THREE

"MASTER OF PUPPETS"

* * *

_Death by a thousand cuts, _Dr. Karla Sofen mused to herself as she worked diligently on her home computer. _The victim bleeds out more slowly and painfully than if you'd simply shot him, and you profit all the more in both profit and pleasure. _

She burst into laughter in spite of herself, before marveling at how easily it came to her. As Moonstone, she'd burst into laughter much the same way when Sleepwalker had confronted her about why she was running amuck at Empire State University. Moonstone replied that she'd been doing it because she could, and even now she still recalled the thrill she felt at the time.

_This, __**this **__is what it feels like to be a supervillain, _Dr. Sofen realized, as she continued to transcribe all the theories, observations and other notes she'd come up with over the last year she'd spent analyzing the mentalities of costumed criminals. _The rush, the power…the feeling of knowing you can do anything to anyone…_

It was everything Dr. Sofen had dreamed of when she'd first psychologically compelled Lloyd Boch, alias the first Moonstone, to give up the mysterious moonstone pendant that was the source of his powers. What better way, after all, to understand the supervillain mentality than to become a supervillain herself? Now, she'd come to understand the supervillain love of blatant, public crimes, outrageous displays of power, and committing crimes as much for the sick thrill of it as for the monetary gain.

Her observations of the various supervillains she'd helped escape from prison had also been incredibly enlightening, as she saw how many of the traditional supervillain traits had varied based on the individual villains' personalities. The madness riots Psyko had caused after she'd orchestrated his escape from Ravencroft had been especially worthwhile, since she'd been able to observe the worst fears of many of the supervillains, which they'd begun experiencing after Psyko had enslaved them. As an added bonus, Dr. Sofen had been tasked with treating many of them once they'd regained their sanity and were back in custody, which gave her a firsthand look at how they recovered from the trauma.

Just as fascinating, of course, was the psychological effects of supervillain crime on its victims. Her first attempt to measure how people reacted to this type of stress had been unfortunately thwarted by Spider-Woman, but she had every intent of picking up the experiment again. Dr. Sofen knew how she was going to do this, and all she needed was one final confirmation.

All of a sudden, she was alerted to the e-mail coming in through the Outsider, an off-the-grid communications network used by the worldwide criminal community that was almost impossible for law enforcement to trace. It was the Tinkerer, the notorious criminal technologist, alerting her to know that the special devices she'd commissioned him to make were all ready to be picked up. It might have been a risk to commission the Tinkerer to create these things, particularly given that he knew their true purposes, but like all of his other clients Moonstone knew the Tinkerer took great pride in his professional discretion.

Everything was ready, at long last.

All she needed was one final piece of the puzzle…

…and the final part of her research could begin.

The laughter was erupting up from within her once again.

She found, more and more, that she liked it.

* * *

Returning for the afternoon from his patrols and endless, fruitless searches for Moonstone, Sleepwalker took refuge in the basement of the house Rick and his friends were renting to wait for Rick's friends to return home. He had enough energy to last him for the next two or three days, so he wouldn't have to absorb any more energy through Rick's friends tonight, but as they were visiting Rick at the hospital Sleepwalker wanted to get an update on his human host's condition from them.

Alyssa Conover's dog Rambo was sleeping on the couch next to him, seemingly content to keep Sleepwalker company until his owner and the rest of her friends came back. Rambo's ears perking up was the first sign that Alyssa had come home, followed soon after by his barking and running upstairs to greet her. Sleepwalker heard Alyssa greeting Rambo and putting away her schoolbag, before coming downstairs to meet Sleepwalker. She looked much the same as she had for the last week and a half, pale from fatigue and stress as Rick remained in hospital.

_"What is Rick's condition?" _Sleepwalker asked her gently.

"…Stable…" Alyssa murmured, taking a deep breath. "Nothing's changed. What if…what if he…"

She was trying to keep up a brave front, but it was getting harder and harder for her.

_"You will doubtless recall the tribulations that Rick has endured ever since my entrapment within his mind," _Sleepwalker reminded her. _"His initial belief that you would not believe or accept his explanations, the trauma of the murders of his parents, his grieving Cyrus's death, all of which you have borne witness to. And yet, he successfully overcame them, due in no small part to the faith that he held in you and the rest of his human companions. Now, it is our faith in Rick's ability to recover that will allow him to do so. It was within his capacity to extricate me from certain doom on more than one occasion, and I have no doubt that he will extricate himself once more." _

"I know," Alyssa smiled sadly. "I keep telling myself that, but the heart doesn't always listen to the head, you know?"

_"It is something I am all too aware of," _Sleepwalker nodded. _"Many are the times whereupon Rick or another human has found the necessity to remind me of the truth about a particular situation. Might I inquire as to the whereabouts of our other companions?" _

"Julia's working late at the _Daily Bugle," _Alyssa explained, "but she says that things should cool down there a bit now that Giuliani's dropped out of the Republican nomination race," she smiled in spite of herself. "Red's planning a Super Bowl party with some of the guys he knows on the football team and Kenny's out shopping for art supplies. They should all be back later tonight."

_"And yourself?" _Sleepwalker asked.

"I'm doing alright, all things considered," Alyssa nodded. "I've got one of the lead roles in this tap production that some old friends of Gregory Hines are putting together as a tribute to him for the 20th anniversary of National Tap Dance Day. Hines was one of my heroes-he's one of the reasons I wanted to become a dancer in the first place," she explained, color returning to her face as she talked about her passion.

Sleepwalker only chuckled at that.

"What's so funny?" Alyssa asked him.

_"Humans are among the most curious and unfathomable creatures I have ever encountered, both among the indigenous creatures of the Mindscape and the creatures of this universe whose minds I have visited in the course of protecting them," _Sleepwalker smiled. _"I have only ever known humans to devote so much passion and energy to so many different diversions, interests and goals, often placing an emotional and material investment in them far out of proportion to what an entity of another race would consider to be its impartial value. I do not mean to imply that it is in any way a negative trait of humanity, but rather it is something that I have otherwise infrequently encountered." _

Alyssa blinked at that.

"…Seriously?" she asked. "You don't have things like art, sports or industry in the Mindscape?"

_"Such considerations are immaterial to us," _Sleepwalker shook his head. _"Anything that we require we typically craft with our warp vision, and each Sleepwalker will create what he needs. Otherwise, our time is devoted to combat training, consummating our romantic relationships and patrolling the Mindscape to defend the minds of the innocent." _

"And you never do anything else?" Alyssa asked, feeling a slight sense of horror. "You don't have any choice about what you want to do with your life? You don't have any kind of art, movies or music?"

_"The discomfort and astonishment you are feeling stems from the fact that you are considering the situation with the mindset of a human," _Sleepwalker pointed out to her. _"As I have been required to elucidate to Rick on more than one occasion, I am not a human and I do not possess entirely the same mentality as you would. While the nature of my race's existence is crippling and abhorrent from a human perspective, to a Sleepwalker there is no greater reason for existence than to defend those who are incapable of defending themselves. It is fulfilling, meaningful and gratifying all at once. Indeed, although my race may lack the same creative impulse as humanity, it does not preclude my admiring what humanity has wrought." _

"…Huh," Alyssa realized. She thought about that for several seconds, before realizing that she'd completely forgotten about worrying about Rick.

"Thanks, Sleepwalker," Alyssa hugged him briefly in appreciation.

Sleepwalker only returned her hug briefly in response.

* * *

Grumbling at the stubbornness of soap scum, Mary Jane finally stood up and briefly turned on the shower to rinse the last of the grime she'd spent the last hour cleaning out of the basin. She briefly caught a glimpse of herself in the mirror as she made her way out of the bathroom, and couldn't help but admire the way she still looked good even with her long hair tied up in a bun and dressed in an old T-shirt and a pair of paint-spattered coveralls. Returning to her bedroom, she changed into something more comfortable and prepared to get started on her studies. Last semester, she'd neglected her schoolwork due to her attempts to find work and fight crime as Spider-Woman, and she could easily have ended up on academic probation. Mary Jane had managed to salvage her grades by doing well enough on final exams once she'd moved back home and could concentrate on them, but her grade point average still wasn't particularly good and she knew she needed to get her grades up.

Unfortunately, that left her with less time for a social life, particularly with her crimefighting responsibilities as Spider-Woman. She hadn't gone out with Randy in almost two weeks, and she hadn't seen her other friends much either. Not that things were entirely cool between her and Randy, either, what with the underlying tension between them over what Mary Jane suspected was Randy's suspicions about her secret identity between them.

Glancing through the second act of _Lysistrata, _Mary Jane frowned as she wondered how much she should even continue to be Spider-Woman. It pained her to think of all the acting or modeling gigs she'd probably missed out on in between needing to spend more time on her studies and fighting crime as Spider-Woman. She remembered what Ben Parker and her Aunt Anna Watson had told her about pushing herself too hard-indeed, before moving back home Mary Jane had nearly had a nervous breakdown from putting too much pressure on herself and doing too many things at once. Being Spider-Woman wasn't exactly helping her romantic life, either-the main reason she hadn't told Randy her secret was because of her fear of how he'd react.

That said, Mary Jane also remembered all the good she'd been able to accomplish with her superpowers, helping people ranging from random bystanders to close friends like Kitty Pryde and even her family. Moonstone, especially, was still on the loose out there, and Mary Jane knew that it was her responsibility to stop the golden-hued villain. Not to mention the rest of her rapidly increasing rogues gallery-if past experience was any indication, sooner or later she would be running into Joystick and Netshape once again.

_May Parker apparently said that great responsibility was supposed to come with great power, _Mary Jane realized as she rechecked her notes. _So what happens when your responsibilities end up clashing with one another? I mean, I've got a responsibility to help people as Spider-Woman, but then Uncle Ben reminded me of my responsibilities to myself…_

Rubbing her forehead in frustration, Mary Jane tried to concentrate on her homework, but the thoughts continued to nag her at the back of her mind.

* * *

"What's the point of these devices?" Mr. Fear asked Moonstone suspiciously as he considered whether to put the thing on. It was a small, watch-like device that would easily fit around the wearer's wrist, easily adjustable to fit any given size, although the technology was far more advanced than anything a normal watch might carry.

"They're communication devices," Moonstone explained. "With them, we'll be able to coordinate our efforts better than Jack O' Lantern's Legion did."

"Where did you get them?" the Porcupine demanded, not entirely convinced of Moonstone's sincerity.

"The Tinkerer produced them for me," Moonstone said matter-of-factly, which seemed to put many of the villains at ease. The Tinkerer was known for his hatred of double-crosses and his impeccable record in respecting the confidence of his supervillain clients. He made sure that none of the people using his technology were able to enslave each other or override the rightful owners' control of their equipment. It was impossible for anyone using the Tinkerer's gear to doublecross someone else using another device produced by the Tinkerer.

Moonstone did well to hide her smile at that.

Her fellow villains were quite reasonably suspicious of being double-crossed or sold out, but Moonstone never had any intention of doing anything so foolish.

No, the devices Moonstone was outfitting her colleagues with were just that-communication devices.

Of course, verbal communication wasn't the only thing they broadcast.

* * *

Walking home after his last class, Kenny congratulated himself on the success of his charity calendar. Originally conceived as a new type of erotica that emphasized the beauty of the woman in the context of her surroundings, rather than simply focusing on her overt sexuality, Kenny had gotten twelve female friends of his to pose for a series of drawings that he'd eventually compiled into a charity calendar. The calendar, meant to help the victims of supervillain crime, was a huge seller, and had raised almost a hundred thousand dollars in New York sales alone. That was just the beginning, though-Kenny's parents had introduced him to the publisher who was producing the calendar, and the publisher had plans to expand sales throughout New England, and then nationally, possibly even into Canada and Mexico.

He was so wrapped up in his thoughts, he didn't see the flash of golden light until it was too late. Bumping headlong into the solid wall of light in front of him, Kenny stumbled back in alarm. Whirling around, he saw that he was now completely encased in a semi-transparent cube of golden light, one that he was unable to break out of. At first he wondered whether he was being attacked by Lightmaster, but then he heard the shrill laughter. Straining his eyes, he looked through the semi-transparent light of the cube and saw that it was connected to a trail of light that led to the beautiful, deadly Moonstone.

"Wh-what the hell do you want?" Kenny asked in alarm.

In response, Moonstone advanced towards him and threw something that somehow passed through the cube. It vaguely resembled a wristwatch, but instead of a clock face it held a bizarre technological device whose purpose Kenny couldn't even begin to comprehend.

"Put it on, or the cube's going to crush you," Moonstone ordered, as the cube suddenly began to shrink in size.

Kenny hastily slipped the device around his wrist, before Moonstone suddenly took to the air, pulling the cube behind her. He could only swallow hard, hoping to God that the cube's energy wouldn't give out.

It was a long way down…

* * *

It had all happened too quickly for Kitty Pryde to react, trapped as she was by Moonstone and forced to wear this bizarre device on her wrist. To her alarm, she found that she couldn't phase her way out of the bizarre energy cube Moonstone had trapped her in, and she was otherwise powerless to escape. The cube's walls had become completely opaque as Moonstone carried her for what seemed like hours, leaving Kitty completely disoriented and unsure of where she was going.

Finally, the cube regained some of its transparency, although when she saw where she was Kitty began to think she would have been better off not knowing.

It seemed like a large underground laboratory or bunker, filled with almost two dozen other golden cube-cages. Kitty heard screams, shouts and cries for help coming from the cubes, although she couldn't really tell who they were. In all likelihood, they were prisoners just like her, although she couldn't imagine what anyone would want with her. Trying once again to phase through the golden cube, she simply bounced off the wall and landed back on the floor, rubbing her shoulder painfully.

"Where the hell am I?" Kitty screamed, fear turning into anger. "Let me out of here!"

"You'll be freed soon enough, child," a calm, measured voice seemed to reply to her. Turning around, Kitty saw a short, scrawny man staring at her through the semi-transparent cube wall. His eyes glinted behind thick spectacles, and his thin face was marked with a short, well-trimmed goatee. A mocking smile was on his face as he looked at her, the way a biologist might stare at a choice specimen in a cage or a jar.

"Who are you?" Kitty shouted angrily.

"I…?" the man asked in amusement. "Well, I have a much more famous moniker, one by which most people know me, but for now you can call me Dr. Calvin Zabo."

"Why did you kidnap me?" Kitty demanded.

"Oh, I didn't kidnap you," Dr. Zabo adjusted his spectacles. "I'm more of a…temporary custodian, shall we say. I'm just looking after you for Moonstone, the one who actually abducted you in the first place."

"What do you want?" Kitty asked.

"Moonstone wants the same thing from you that she wants from everyone else she's kidnapped," Dr. Zabo explained. "One million dollars from your family."

Kitty reeled in horror, wondering if her family would even be able to come up with that kind of money.

"…And if they can't?" she asked, her voice fading.

"Well, there's reason I've been tasked with looking after you all," Dr. Zabo chuckled.

Kitty wasn't sure what terrified her more, the look in Dr. Zabo's eyes or the sneering, depraved laugh that came from his lips.

* * *

While the city was reeling with Moonstone's high profile kidnappings, she then sent the victims' families her ransom demands through the Outsider network, making them almost impossible to trace. Once that was done, she gave the signal for the Tomorrow Legion's members to begin their rampages.

Quicksand attacked a Brinks convoy on the Brooklyn Bridge.

Whirlwind ripped through the concert happening at Yankee Stadium, causing mass chaos and panic.

The Scorpion went on a bank robbing spree in Queens.

The Ice Princess began smashing buildings in Harlem with pillars and blocks of ice.

Cyclone began looting the Brooklyn Museum.

All of the attacks were carefully timed and coordinated, throwing New York City into chaos as the authorities scrambled to respond and people began to panic. Over it all hung Moonstone's kidnapping of twenty people who belonged to wealthy families, and the $1 million she was demanding in ransom for each of them.

* * *

Moonstone, Dr. Karla Sofen, there wasn't much difference now. She had become a psychiatrist to indulge her fascination with the criminal mind, and she had become a criminal to indulge her love of psychiatry. That wasn't her only interest, however-she was also curious to see how victims and victimizers alike reacted in a situation of mass chaos, how their psychoses interacted, one with the other. **That **was the truth behind it all, the reason she had gone to so much trouble and planning to revive the Tomorrow Legion and kidnap the people she had. It was all to create the beautiful, intricate thought experiment that Moonstone now saw playing out before her.

The bots on her computer were monitoring anything and everything that might be of interest on the Internet and otherwise in the media, showing her the public reactions to the chaos she had sown. The wrist devices she had forced her kidnap victims to wear recorded their speeches and monitored their biorhythms, measuring their physiological reactions to their stress. The wrist devices being worn by the Tomorrow Legion members also allowed Moonstone to monitor their speeches and physiological reactions as well, even as she tracked where they were and what they did once they'd accomplished their original missions.

It would continue, of course-Moonstone had every intent of analyzing the fallout from the Tomorrow Legion's actions, even as she continued to observe and record the actions and reactions of the supervillains who made up the Legion. She would continue to tailor and adjust her plans to the realities of the current situation, all while working on the inside as one of Ravencroft Asylum's most trusted psychiatrists. The developing thought patterns of the criminals who were re-imprisoned would make excellent supplementary material.

The experiment remained carefully planned, as Moonstone would control for new and unforeseen factors.

All the while, her lab rats would run through the mazes she set for them, her puppets would dance on their strings.

Puppets…?

Yes, puppets.

She knew how to make people do what she wanted, when she wanted. She could make them laugh, she could make them cry, she could build them up, she could tear them down.

Yes, it was a delightful feeling.

_Dance, puppets, dance! _Moonstone thought gleefully to herself, doing her best to restrain the laughter that was starting to rise up within her.

* * *

Returning to the house Rick and his friends were renting, Sleepwalker felt a thrill of horror as he saw the police car parked out front. He could see Red and Julia talking to the police, although he wasn't sure what was going on. At first he thought he should stay away, not wanting to give the police any suggestion that he was connected to Rick's friends, but he realized that if he simply approached as a concerned hero, the police would likely fill him in on what was going on. Even if Red or Julia accidentally let it slip that they knew him, he could probably explain it away as their being familiar with his exploits.

_"Might I inquire as to the reason for the necessity of the involvement of law enforcement?" _Sleepwalker asked, as he flew down to join the humans.

Red pursed his lips and Julia looked away, both of them no doubt trying to avoid looking like they recognized the alien warrior.

"These kids said their roommate was just kidnapped by that crazy Moonstone lady," one of the police officers sighed. "She's been kidnapping people all day, and she's holding them all for ransom. Unless their relatives pay a million dollars for them, she's going to kill them in cold blood."

"We just got a call from Kenny," Red frowned. "Alyssa's on the phone with his parents in Albany now. They're getting ready to wire the money over to us, and we'll deliver it."

_"I presume that you have been unsuccessful in discerning the location where Moonstone is detaining her prisoners?" _Sleepwalker asked. _"How does she possess the capacity to abduct so many people in such a short period of time?" _

"Crimes have been breaking out all over the city," another one of the officers shook his head in frustration. "Even with guys like you helping us, we're really spread thin. Moonstone's probably taking advantage of that."

A boiling rage welled up inside Sleepwalker, the same anger that had been festering at the back of his head ever since Rick had been crushed by the falling debris. This was the second time Moonstone had endangered someone close to him, and it was the **last **time Sleepwalker intended for anyone to suffer at Moonstone's hands. His hands clenched into fists and began trembling, and it was all Sleepwalker could do to keep from lashing out in his anger.

The alien's eyes were glowing with a bright red light, one that caused Red and Julia to look at one another nervously and even made the toughened police officers step back in alarm.

The alien wasn't entirely sure how Moonstone could travel around the city so quickly. Then again, maybe she wasn't-was it possible she was flying through the sewers and the underground road and subway tunnels? With all the chaos caused by the current crime sprees, there probably wouldn't be many people using any of the tunnels, much less keeping track of whoever had used them.

Finding Moonstone was another problem, though. The labyrinth of subway tunnels, underground roads, storm drains and sewers beneath New York was akin to a rat maze, and Sleepwalker had never been down there. The alien wouldn't have had the faintest idea where to start looking. It was possible that another hero, one like Moon Knight who was more of a detective, could better figure it out...

…but that was a risk Sleepwalker couldn't afford to take. Moon Knight might not be aware of it, or he might have his hands full, as would most of the rest of the city's heroes. And even if Moonstone got her ransom, how was he to know she wouldn't just murder her hostages anyway for the sick thrill of it?

_"Have you summoned the Avengers?" _Sleepwalker asked one of the police officers.

"You really think we wouldn't?" the officer shot back.

A part of Sleepwalker felt guilty about leaving the aboveground criminals to the other heroes and the police, but at the same time he knew it was all he could do to keep his emotions in check. He had to track Moonstone down, and he had to save her hostages-the last thing Rick and his friends deserved was to lose another loved one, particularly when Rick himself was fighting for his life in the hospital.

Whatever happened, Sleepwalker knew he had to try.

_And may this world's God help Moonstone when at last I confront her, _Sleepwalker vowed, as he flew into the air.

* * *

When Mary Jane's spider-senses had first begun tingling to alert her of what was going on, she wasn't sure what they were trying to alert her to. She had marked many of the people she knew, friends and enemies alike, with her special tracking pheromones, which allowed her to track them with her special "spider-senses". Oftentimes these pheromones only activated when Mary Jane wanted them to, but sometimes they activated on their own when whoever it was that she had marked them with was in a situation of interest to her.

Looking up the situation on the Internet, Mary Jane's blood ran cold at the superhuman crime spree she saw tearing through New York. At first, she wondered if any of her old enemies as Spider-Woman were responsible, but in glancing through the accounts of the crimes she soon realized what had triggered her spider-senses. Her old friend Kitty Pryde had been kidnapped by Moonstone, who was demanding $1 million for each for the people she'd abducted. As one of the victims, Kitty was no doubt the one who'd set off her spider-senses. While she was home alone, there was nothing to indicate that any of her family were in any danger…yet.

Changing into her Spider-Woman costume, Mary Jane began webswinging towards wherever it was that Kitty was being kept. Her spider-senses were locked onto the pheromones she had placed on Kitty, leading her to her old friend with unerring precision. However, as she descended toward the sewers where Kitty was being kept she felt a strange twinge in her spider-senses. Now, unnervingly enough, there were _two _signals calling out to her, one she recognized as Kitty's, and the other one of which seemed to be branching off from Kitty's signal and leaving it. Spider-Woman realized it was probably Moonstone's signal, and she was leaving Kitty and the other hostages alone, for some reason.

Did Moonstone leave them in some sort of deathtrap, or was she going to leave to get another hostage?

The last thing Spider-Woman wanted was for Moonstone to abduct yet another victim, but if Kitty and the others were in some sort of danger then she couldn't just leave them to die. Her mind raced desperately as she tried to figure out what to do, but Spider-Woman just couldn't seem to decide.

"_From your otherwise unwarranted presence here, I gather that you too endeavor to rescue Moonstone's victims?" _came a strange voice from behind her. Whirling around, Spider-Woman was stunned to see what looked like a tall, thin man dressed in a ragged purple and blue outfit, with an olive green-skinned mask. The creature's eyes glowed red, and were compounded like an insect's making them glitter strangely.

At first caught off guard, Spider-Woman soon recognized the new arrival as the mysterious Sleepwalker, one of New York's newer superheroes. He'd appeared only a few months before she had, although Sleepwalker had quickly become involved in many high-profile incidents, most notably the destructive battles he'd had with that nightmarish Psyko thing.

Sleepwalker, in turn, recognized Spider-Woman from her distinct red-and-gold costume. She too had been caught up in some memorable superhero battles, most notably an incident where sixty people were taken hostage by the psychopathic Jack O' Lantern at a Stark Enterprises building. Spider-Woman had saved the hostages and eventually defeated the pumpkin-headed maniac.

"Moonstone's become part of my rogues gallery," Spider-Woman frowned. "I followed her here because of the kidnappings that she's been committing. I take it you're here for the same reason?"

"_Precisely so," _Sleepwalker's eyes narrowed. _"And yet, is there such a necessity for the both of us to be pursuing Moonstone? Many other criminals are spreading misery and horror across the city as we speak. Perhaps it would be for the better if one of us were to-" _

"No, it wouldn't," Spider-Woman shook her head, before explaining to Sleepwalker about her powers and the two trails that were now emerging. "The last thing I want is for Moonstone to abduct somebody else, but if she's leaving those other hostages to die we have to save them!"

"_The solution is therefore elementary," _Sleepwalker realized. _"One of us is obligated to attend to Moonstone's victims, while the other engages the villainess herself to bring her to justice." _

"And that's going to be me," Spider-Woman said determinedly.

Sleepwalker's eyes flared, as he opened his mouth to protest.

"Listen, it's **my **responsibility she's done this. It's because **I **wasn't able to stop her before that she's been able to cause all this chaos. She's part of myrogues gallery, and I **need **to take her down," Spider-Woman explained, her voice as hard as iron, before she began breathing heavily to keep her emotions under control.

Sleepwalker was struck by the intensity of Spider-Woman's feelings, and how similar they were to his own. Whatever Spider-Woman's history with Moonstone, it clearly ran much deeper than his. While he had sworn to see Moonstone brought to justice, Sleepwalker knew his first duty was to see that Kenny and the other hostages would be rescued. If Spider-Woman fought Moonstone for him, his vow would be fulfilled all the same.

"_Very well," _Sleepwalker nodded. _"You have my word that I shall do everything within my power to alleviate Moonstone's prisoners. Your knowledge presumably extends to their location-if you provide me with the necessary directions, I shall attend to their needs." _

Spider-Woman closed her eyes and focused on her spider-senses, most notably the signal emanating from Kitty. The trail shone brightly in her mind's eye, as she tried to calculate exactly where it was.

"It's in that direction," she explained, pointing off to the right into the maze of sewer tunnels. "I don't know exactly how to get there, though-I could only figure that out once I got closer-"

"_It is of no consequence," _Sleepwalker assured her. _"Your abilities have been of the utmost assistance to me today, and now it is my responsibility to repay your contributions in kind!" _

His eyes flaring, Sleepwalker simply warped the sewer wall open with his warp vision, flying through and sealing it behind him as he dug a path straight to the location of Moonstone's hostages.

Nodding once, Spider-Woman turned and ran in the other direction down the tunnels, pushing Kitty's signal out of her mind as she tuned her spider-senses towards the other signal, coming from Moonstone.

Her heart was pounding and the blood was racing in her ears with the anticipation of the coming battle, and instinctively she knew that Sleepwalker was feeling the same thing.

* * *

As he carved a path through the New York sewers with his warp beams, taking care to reseal the tunnels behind him once he passed through them, Sleepwalker was struck by just how many seemingly forgotten tunnels and chambers lay beneath New York City's streets. They no doubt made splendid hiding places, lairs and laboratories for supervillains, criminals and terrorist groups, who could easily splice into the city's electrical and water grids to gather what they needed to live down here.

Sleepwalker's suspicions were confirmed as he emerged into what was clearly an abandoned subway station. Rows of golden cubes lay before him, through which he could vaguely make out human shapes. The prisoners' screams and cries rang out in Sleepwalker's ears as the prisoners called for help, begging the new arrival to free them from their cages.

Sleepwalker still felt the rage burning within him, but now he also felt disgust and revulsion at what Moonstone had done to these people. From what he'd come to observe of humanity since becoming trapped in Rick's mind, humans often did certain things as much for the emotional fulfillment they got as much as any purely rational gains. It was no different with Moonstone or any other supervillain-while they could have made money by using their talents legitimately, they used their powers for criminal gain because they enjoyed the thrills, the notoriety or even just the opportunity to indulge their sadism.

That realization made Sleepwalker pause. Moonstone had clearly gone to a lot of effort to kidnap these people, so why was she now leaving them unguarded? Surely she would have anticipated someone like him finding her lair and trying to free the prisoners?

"And here I was anticipating Moon Knight," a mocking voice suddenly caught Sleepwalker's attention, as he heard footsteps approaching from the other side of the station. "I would have thought he'd be the only one smart enough to figure out where this little hiding-place is, but then again not many people know very much about you, do they?"

Looking around for the speaker, Sleepwalker saw a puny, bespectacled man emerge from behind one of the golden cubes. He was little more than skin and bones, barely five and a half feet tall, with a neat, well-trimmed goatee. His attire was surprisingly refined, a dapper suit with a flowing Inverness overcoat. Sleepwalker wasn't sure what to make of him, but he knew full well that the man was probably more dangerous than he seemed, particularly if Moonstone had left him to guard the prisoners.

_"Who are you?" _Sleepwalker demanded, his eyes glowing as he glanced around, expecting the little man to activate some sort of trap to attack him.

"You'll find out soon enough, although for now you can call me Dr. Calvin Zabo," the little man bowed mockingly. "I suppose I could have joined in with the ruckus up there," he said, pointing upwards to street level, "but Moonstone needed someone to guard her prisoners. Besides, one supervillain more or less wouldn't have made a whole lot of difference?"

_"The supervillain activities are but a distraction from Moonstone's kidnapping initiatives?" _Sleepwalker asked in horror. _"It is an aspect of a larger conspiracy that she has orchestrated?" _

"How perceptive," Dr. Zabo smirked. "I can see now how you managed to survive a battle with the Incredible Hulk."

_"Your mentioning of my battle with the Hulk is as incomprehensible as it is immaterial," _Sleepwalker scowled. _"I presume you seek to oppose my liberating Moonstone's prisoners? You may be assured that your efforts, whatever they may be, will come to nothing!" _

"Will they, now?" Dr. Zabo smiled evilly, as he removed his spectacles. "And I brought up your battle with the Hulk for very good reason, given that I wanted to give you an idea of what you're now facing!" As he spoke, Dr. Zabo began to grow in size, his clothes growing with him as his limbs grew in length and became powerfully muscled, and his torso dramatically expanded. Zabo's very face seemed to twist and distort, his face taking on a demonic-looking sneer as his features became those of a different man altogether. Calvin Zabo still wore the attire of a fine gentleman, but the puny doctor had been replaced by a powerfully built giant of a man who stood almost ten feet tall. His huge muscles rippled with a terrifying strength, and his eyes glowed with a hellish light that could have belonged to the Devil himself.

"Now do you understand why I brought up the Hulk?" Mr. Hyde leered at Sleepwalker. "I know him quite well, actually-I'm actually more of a Hulk than he is. All his intelligence, his anger and his cruelty, without any of that pathetic compassion that so often seems to hold him back. Every bit as strong, every bit as vicious, every bit as powerful. And…the more my bloodlust increases…the stronger I get…Want me to show you?"

"WANT ME TO SHOW YOU?" Mr. Hyde shrieked as he lunged at Sleepwalker with frightening speed. Rolling out of the way, Sleepwalker barely managed to avoid the thundering punch Hyde threw at him, which left a web of broken cracks deep within the concrete. Calvin Zabo had become a completely different person, going from a puny scientist into a demonic, well-dressed killing machine that destroyed anything in its path.

Using his warp vision, Sleepwalker shaped the concrete floor into a battering ram that he slammed into Hyde's chest, but the man-monster simply shrugged off the blow and caught Sleepwalker dead on with a punch that sent the alien flying across the room to crash heavily into the wall. Gasping for breath, Sleepwalker was forced to dodge again as Mr. Hyde leapt after him, crossing the length of the room in a single bound before driving his feet squarely into where Sleepwalker had been lying. Hyde's eager screams blended with the terrified shrieks and cries of the prisoners, who could only watch helplessly through the golden cubes that were their prisons.

Sleepwalker tried to fathom Hyde's strength as he figured out what to do next. He hadn't been hit that hard since his battle with the Hulk, a battle that would have killed him if he hadn't been pulled into the Hulk's mind at the last minute. Hyde seemed every bit as strong as the Hulk, and if anything his strength seemed to be increasing with his bloodlust. Ducking another one of Hyde's punches as he pulled away from the wall, Sleepwalker turned his warp beams on the half-finished metal railings lining the subway platform, reshaping them into deadly barbed spears and rings that he used to tear into Hyde and force him back.

Suddenly ripped and bleeding, Hyde let up his assault for a moment, before a new surge of strength poured through his body and he tore himself free once more. Amazingly, his bloody wounds were already healing, and he caught Sleepwalker with another glancing blow. Although the alien warrior managed to dodge the worst of it, the sheer force of the punch left him reeling and nearly seeing double as Mr. Hyde charged at him again.

Focusing his warp beams, Sleepwalker made the ground between them jagged and rough, tripping up Mr. Hyde and sending him stumbling forward. As Hyde lost his balance, Sleepwalker grappled him and tossed him into the air towards the far wall, where a maze of half-finished metal pipes were embedded on the wall. Reshaping them into a bed of sharp, pointed spikes with his warp vision, Sleepwalker made them impale the shouting Mr. Hyde before twisting them around and driving them back into his body once again. Blood poured from the spikes as Mr. Hyde became increasingly entangled into the metal spikes, which now went straight through his body in more than a dozen places.

Unbelievably, Hyde managed to tear himself free, although he was now covered in his own blood and his clothes were shredded rags. Screaming like a man possessed, Hyde pulled the spikes out of his body and tossed them aside even as his injuries began to heal yet again. Leaping onto one of the golden cubes and then into the air, Mr. Hyde caught Sleepwalker and brutally drove him into the ground at the far end of the subway station, holding him down with one hand while punching him with the other. Pain exploded through Sleepwalker's body as he felt his bones snapping, even as Mr. Hyde's screams ringed in his ears.

That wasn't the only sound Sleepwalker heard, however.

He also heard the terrified cries of Moonstone's prisoners, particularly those of Kenny. Sleepwalker recalled how Kenny and the others had all been abducted by the same villain whose previous actions had left Rick fighting for his life in the hospital. Rage filled Sleepwalker's heart as his eyes glowed with his warp vision once again.

Sleepwalker shifted the ground underneath Hyde's feet, causing him to stumble and lose his grip as Sleepwalker broke free. Screaming in rage, Mr. Hyde leapt after him once again, but this time Sleepwalker was ready. His warp beams refocused on the bent metal railings and pipes that he'd previously used to impale Hyde, and he combined and reshaped them all into a large, spiked bear trap-like vise, one that snapped directly onto Hyde and held him fast.

The trap would have cut any ordinary human in two, and even Mr. Hyde was paralyzed with sheer agony. Flexing his muscles, he managed to break free of the trap, although he was now covered in open, jagged wounds and more blood than ever flowed freely from his injuries. Despite it all, his wounds continued to heal, albeit more slowly than before as the shock caused Mr. Hyde's bloodlust to abate.

It was all Sleepwalker could do to avoid fainting from his own pain, but he stubbornly kept up the pressure. Once again, he used his warp vision on the large metal trap, this time reshaping it into a large, oversized axe head, which he then swung directly at Mr. Hyde's head and chest.

This latest wound was the worst one of all, leaving a large, hideous wound down the front of Hyde's body. Reeling from the blow, Hyde struggled to his knees, gasping for breath even as he continued to bleed. Despite it all, his wounds continued to heal, although this time Sleepwalker could see that his bloodlust and his strength were both rapidly fading. That was the key, he realized-the shock and surprise at being caught in what was an oversized bear trap had weakened Hyde's emotional state, and the blow from the axe head left him completely stunned. Amazingly enough, Mr. Hyde was still alive, and his wounds continued to slowly heal, although he had now lost consciousness and wouldn't be hurting anyone else for a long time. The sheer amount of force Sleepwalker had used against Mr. Hyde was well beyond what he normally would have used, but with a healing factor as powerful as the Hulk's, the alien realized that he could do it without killing Hyde.

Sleepwalker's rage began to abate over the next few minutes, as he systematically shattered all of Moonstone's energy cubes with his warp vision and freed her hostages. Even though they were still trapped beneath the city streets, that hardly mattered as Sleepwalker next used his warp beams to dig a tunnel through the ceiling back to street level and formed a staircase for the staircase that the humans could use to climb to escape.

Wearied from his exertions, his entire body wracked with pain, Sleepwalker remained to guard the hostages from any further chaos that came, even as they called for help on their phones. They were indeed lucky not to be threatened by any of the members of the Tomorrow Legion still running amuck through the city, although by that time the Avengers had arrived and were helping the police and New York's local heroes fight back against the menace.

Now totally exhausted, Sleepwalker needed the support of the humans he had saved to even just be able to stand. Kenny was one of the humans supporting him, and as Sleepwalker glanced wearily at his human friend, Kenny smiled and winked.

The rage in Sleepwalker's heart was gone, replaced with a tremendous sense of peace.

* * *

Moonstone's lair was well-hidden, an underground maintenance station that was abandoned when the New York public works department had sealed off this portion of the sewers. While it wasn't all that comfortable, it suited her temporary needs quite well. From here, she would be able to monitor everything that went on with the Tomorrow Legion's activities, the information she was gathering from the supervillains and their victims and the money that she would be set to receive from the ransoms, all while minimizing the risk of any of it being traced back to her identity of Karla Sofen.

However, if all was well with the lair, it most certainly was not with the woman inside it. At first relishing the data that was being fed to her computers, she had been horrified to see the sudden emotional spike of hope and surprise that registered from her hostages. As she switched to view the monitors at the underground subway station, she saw the mysterious hero commonly known as Sleepwalker in a life-and-death battle with Mr. Hyde. That Sleepwalker appeared to be losing and the prisoners' hope rapidly turned back into fear and terror didn't matter-what mattered to Moonstone was that the prison had been breached.

_How was anyone able to find it? _Moonstone wondered in amazement as she watched Sleepwalker and Hyde battle. _Even Moon Knight doesn't look like he figured it out, given his focus on Quicksand, Firefist and Blackwing up above, _she realized. _But if someone was able to track the prisoners' lair so easily, then that means…_

Whirling around, Moonstone cast a barrier of solid light to deflect the energy blasts Spider-Woman shot at her. That didn't stop Spider-Woman from firing her sting blasts once again, shattering the energy barrier as Moonstone hastily backed away to defend herself. Spider-Woman was forced to dodge Moonstone's energy blasts, giving Moonstone the opportunity to try and encase Spider-Woman in a cube of golden light, which she then began narrowing in an attempt to crush her arachnid foe.

Shouting in anger, Spider-Woman simply blasted the cube into nothing and charged at Moonstone, leaping over her next energy blasts and drop-kicking Moonstone squarely in the chest. The golden-clad woman flew back and crashed into one of the computer monitors, shattering it, as Spider-Woman struck her with another combination of sting blasts. Moonstone rolled out of the way, but Spider-Woman followed her with another blast, one that shattered the next computer and shorted out her data feed.

Screaming in anger at seeing her precious data flow interrupted, Moonstone charged directly at Spider-Woman, surrounding herself with an aura of golden energy as she streaked through the air like a comet. Flying out of the maintenance station, Moonstone whirled around and fired a concentrated blast of energy into the room, intending to crush Spider-Woman before she could escape. Almost everything in the room was blown to pieces as the ceiling caved in, but Spider-Woman managed to escape the room before it collapsed and fired a double blast of webbing at Moonstone.

The golden-clad villain phased right through it and blasted Spider-Woman dead on with her energy bolts, taking advantage of the fact that her web-slinging foe didn't have much room to dodge in the cramped tunnels. Spider-Woman was brutally slammed into the wall and slumped to the ground, but she was up in a matter of moments, deflecting Moonstone's next blasts with her stings and then whipping debris at Moonstone with her webbing.

Spider-Woman's heart was pounding as she pressed the assault, forcing Moonstone back. Images of all the suffering and horror Moonstone had perpetrated flashed through her mind, increasing her determination to bring Moonstone to justice. She was reminded all too clearly of her past failures, which only made Spider-Woman more determined to succeed this time. This time, Spider-Woman knew she had the advantage, as she shot a web net at Moonstone and blasted her when she phased through it. Moonstone was caught completely off guard, and she was still struggling to keep up with the web-slinging heroine.

Moonstone realized it too, and knew that she needed to take the battle to a location of her choosing. Knowing that she couldn't stay phased long enough to get to street level, she surrounded herself with her golden energy field and plowed straight through the ceiling and up to street level, leaving a trail of jagged rubble to fall down on Spider-Woman as she did so. As Spider-Woman tried to follow, slowed down by the need to protect herself from falling pieces of concrete jarred loose by Moonstone's ascension, she was blasted again by Moonstone's energy bolts and had to hold onto the side of the tunnel for dear life with her spider-grip to avoid falling back into the sewers.

Her entire body was wracked with pain from the blast, and she was bleeding in several places from where the concrete debris had cut her, but Spider-Woman was ready for another round with Moonstone. Using one hand to spring into the air with a webline, Spider-Woman used the other to deflect the energy blasts Moonstone was shooting at her. Unfortunately, Moonstone was correct when she realized that she should move the battlefield to one of her choosing, as she cut through Spider-Woman's webline with a blast from one hand and blew her off balance with a bolt from the other. Stunned, Spider-Woman fell back and crashed into the wall of a building, and only managed to save herself with another webline before clinging to the side of the building.

Now Moonstone was the one to follow up her advantage, blasting energy bolts at Spider-Woman and cutting through any weblines she tried to spin to get away. Spider-Woman could only dodge awkwardly up and down or to the sides, trapped as she was by her need to cling to the building. Finally, she was blasted through a window and into the building itself, slumping to the floor. Moonstone came charging in immediately after, protecting herself with her golden force field and slamming Spider-Woman dead on, smashing her through the far wall before angling towards the street far below, intending to crush Spider-Woman once and for all.

Struggling not to black out from the pain, Spider-Woman knew she only had a few seconds before she would be killed. With one hand, she blasted Moonstone at point-blank range, disrupting her force field and causing Moonstone to stop her flight, as she spun around in confusion. With her other hand, Spider-Woman spun a webline and swung free of Moonstone's grip, before coming around and catching her head on with a vicious double swing kick. As Moonstone reeled from the blow, Spider-Woman hit her with another sting blast, stunning her briefly. Her entire body tingling uncomfortably from the blast, Moonstone was powerless as Spider-Woman caught her with a webline and brutally swung her across the street and into another building. Anchoring herself on the side of yet another building with her feet, Spider-Woman used one hand to hold the struggling Moonstone in place while using the other hand to continually blast her, until she finally fell limp.

The adrenaline faded from Spider-Woman's body as she reeled the unconscious Moonstone in, wrapped her in a net of webbing, and began the long, slow trip back to street level. Drained and exhausted from the battle, Spider-Woman felt her injuries all the more painfully as she knelt down and removed Moonstone's helmet to finally see who she really was.

At first, Spider-Woman was struck by how young the blonde-haired, blue-eyed woman seemed to be. She didn't even seem to be thirty years old, and Spider-Woman was confused as to how she could have possibly caused as much chaos as she did. The policemen coming up to arrest Moonstone and the passersby who had been watching the fight didn't seem to recognize her either, although they murmured and whispered to one another, as surprised as Spider-Woman was about Moonstone's youth.

"Do you recognize her?" one of the police officers asked Spider-Woman, who only shook her head wearily.

"How many of the other criminals are still on the loose out there?" she asked the policeman. She wasn't sure if she still had it in her to fight any more criminals, but she had to know.

"Not anymore," the officer shook his head. "The Avengers helped us catch some of them, although a lot of the others got away. It was like the Tomorrow Legion all over again."

That realization hit Spider-Woman like a ton of bricks, as she recalled the depraved criminal association originally formed by Jack O' Lantern.

"Dear God," she sighed, rubbing her face wearily. After she'd defeated Jack O' Lantern, she'd read about how so many of the other villains active that night had bragged about being part of a larger crime ring that called itself the Tomorrow Legion. Staring down at Moonstone, and recalling the monitoring equipment she'd had set up in the underground maintenance station, Spider-Woman wondered if Moonstone had revived the Legion as part of her kidnapping plot.

"Do you know what happened to her prisoners?" she asked the policeman, hoping against hope that Kitty was alright.

"That Sleepwalker guy rescued them," the policeman smiled in relief. "It looks like they're going to be alright. Thank God _something _turned out alright today," he sighed as he turned away.

Spider-Woman felt a sympathetic ache as she leapt into the air and swung away, intending to return home and change clothes before seeing how Kitty was doing, and whether any of her other friends or family had been hurt by the Tomorrow Legion's rampages. She could only imagine how many other people had lost their livelihoods, their homes or their loved ones because of the Legion's crimes today. As painful as the experiences people like Rick Sheridan and Kitty Pryde had gone through were, many other people oftentimes experienced problems that were just as bad, if not worse.

* * *

Dr. Jon Carmichael had always prided himself on his ability to juggle the needs of many different patients at once. While most of the other physicians were tied up dealing with the current influx of people needing treatment from the Tomorrow Legion's crime spree, he'd made sure to get himself assigned to look after the longer-term patients. At the moment, he was looking in on one Rick Sheridan, who'd been in a coma since he'd been crushed under falling debris during a violent incident at Empire State University over a week and a half ago. Since that time, Rick hadn't moved, and although his vital signs were steady he didn't seem to be making much progress.

It was while he was rising to leave and move on to his next patient that Dr. Carmichael heard the machines begin beeping loudly. Turning around in surprise, Dr. Carmichael grinned widely as he saw Rick's eyes open, as the young man slowly emerged from his coma.

"Wh…where am…I?" Rick slurred, blinking his eyes as he tried to figure out where he was.

"In the hospital, son," Dr. Carmichael said as he sat down in the chair next to Rick's bed. "How are you feeling?" he asked.

"…Tired…" Rick mumbled, smiling back at the doctor. "Do my…friends…"

"Yeah, they know you're here," Dr. Carmichael assured him. "And I'm sure they'll be glad to know you're okay."

"Am I going to be alright?" Rick asked, smiling weakly.

"Yeah, you are," Dr. Carmichael said, nodding in satisfaction as he noticed Rick's vital signs improving. "Just take it easy for now. You still need your rest."

"Thank you…" Rick mumbled, before he closed his eyes and drifted back to sleep.

Although Rick was unconscious once again, Dr. Carmichael got up and continued on his rounds, secure in the knowledge that Rick would wake up in good time.

* * *

Now back in Rick's mind, Sleepwalker felt the same way. All around him, Rick's mind was regaining its strength, as the familiar thoughts and images began to filter past him. Off in the distance, the vague outlines of dreams were forming, in short all of the things that were part of the normal workings of Rick's mind. Rick's connection to the Mindscape was opening, as mental energy began flooding into his mind. Gratefully, the bloodied and exhausted Sleepwalker flew up underneath it and began absorbing some desperately needed energy for himself.

As he felt his wounds heal, Sleepwalker reflected on everything that had happened. He thought of the grateful look on the faces of Kenny and the other hostages, the realization that no more of his loved ones would be lost today, and the tragic realization that while he and the people he cared about had largely avoided any major catastrophe, there were many others out there who were not so lucky.

Sleepwalker also found himself thinking about the spectacular Spider-Woman, and the determination she showed despite her comparatively tender years. From what Sleepwalker could tell, she was even younger than Rick and his friends, although she displayed a fighting spirit much like those Sleepwalker had seen in Moon Knight, Spider-Man and the other male heroes he had fought alongside.

_Although our cooperation was limited in nature, we rendered each other a tremendous service this day, _Sleepwalker realized. _Without her assistance, Moonstone would remain at large, and without my contributions Mr. Hyde would have no doubt murdered the people she kidnapped when he realized that Moonstone had been captured, _he knew, having heard of Moonstone's capture from the police who'd come to take care of the hostages before he'd been pulled back into Rick's mind.

_I cannot help but wonder, therefore, if our paths shall cross at some indeterminate moment in the future,_ he realized.

That was a question for another day, however. For now, Sleepwalker was able to rest, secure in the knowledge that Rick was going to recover and that Kenny was unharmed.

* * *

It had almost become routine for Mary Jane by this point, cleaning herself up and then bandaging her injuries before making up some excuse about how she'd become caught in some sort of supervillain attack. Despite the sheer number of times she'd said that, chaos like that caused by the Tomorrow Legion made it a perfectly plausible explanation.

To her immense relief, Mary Jane had found that none of her family or friends had been hurt. There had been some close calls with her Aunt Anna Watson and her friends Harry Osborn and Liz Allan, but fortunately they'd escaped unharmed thanks to the interventions of Moon Knight and Hank Pym, respectively. Kitty was the one Mary Jane was really worried about. Luckily, although Kitty was shaken up Mary Jane was overjoyed to discover that Sleepwalker had been as good as his word in rescuing her and the rest of the hostages, despite having to fight for his life against the maniacal Mr. Hyde. As an added bonus, Kenny and Julia also told her about Rick emerging from his coma, even as his health was starting to improve.

Mary Jane was all too aware of the horrors that the latest incarnation of the Tomorrow Legion had left in its wake, which were just as saddening to her as they'd always been. However, she was able to take comfort in the fact that her friends and family were safe, and that Moonstone, alias Dr. Karla Sofen, would finally face justice for her crimes.

It disturbed Mary Jane to read in the _Daily Bugle _about just how extensive Dr. Sofen's crimes truly were, and her role in founding the new Tomorrow Legion, although it served as a useful reminder of her battles with Jack O' Lantern and her role in undermining the first version of the Legion. At the time, she'd come to realize just what other people were capable of as supervillains…

…and just how much she was capable of as a superhero.

Being Spider-Woman caused her no end of headaches, and she wasn't sure how much time she could devote to being Spider-Woman with all her other responsibilities, but when Mary Jane realized just how much good she'd done for loved ones and strangers alike, she was reminded of why she continued to do it. It was the same thing for Peter Parker, who fought crime as Spider-Man to honor his Aunt May's memory and to protect people who couldn't protect themselves.

That made Mary Jane's thoughts turn to the mysterious Sleepwalker.

She couldn't fathom why he fought crime, although from what she'd heard about his battles with the nightmarish Psyko it was clearly very important to him. What she did know was that he'd been a brave and valued ally today, and without his help either Moonstone would still be at large or Kitty and the other hostages would be dead.

For a moment, she wondered if they would be fighting together again in the future, but she realized that was a question for another day.

Mary Jane was physically and mentally exhausted when she fell asleep that night, but she was also at peace, a peace that provided her comfort for all the turmoil going on in her life.

(_**Next Issue:**_ Although Rick has awoken from his coma, he finds that he still has a very long road ahead of him as he recovers from his physical injuries and how it will affect his future career. Meanwhile, Sleepwalker struggles with his uncertain role as a superhero, thinking both of his battle with Mr. Hyde and his previous chat with Red. That may be the least of their problems, however, as the _Daily Bugle _becomes the victim of a criminal conspiracy led by the anti-mutant Senator Robert Kelly, who seeks revenge for the _Bugle's _campaigns against him. All this and more in _Sleepwalker #64: All The Senator's Men!_)

(_**Next Issue:**_ Although Mary Jane has finally brought Moonstone to justice, she is still confronted with the question of how to deal with her boyfriend Randy, particularly when he finally asks her if she's truly Spider-Woman. On top of that, Mary Jane still has to deal with the hate campaign organized against Spider-Woman by Vincent Gonzalez. Even as all this is going on, Tanya Sealy begins her training as a new inductee of the Serpent Society! All this and more in _Spider-Woman #41: Lying Truth!_)


	73. All The Senator's Men

"Are you comfortable?" Alyssa Conover asked Rick Sheridan as she helped him into his wheelchair.

"Yeah, let's go," Rick sighed, before Kenny Anderson started pushing the wheelchair towards the bus stop. Having his right leg broken would have been bad enough, but with his left arm and several of his ribs broken as well he couldn't even support himself on crutches. Now he had to rely on his friends to push him around, hold his books, help him prepare his meals, and carry him up and down stairs.

It was incredibly frustrating, but there was little else Rick could do, given how badly he'd been injured by the supervillain Moonstone's rampage at Empire State University. He was lucky to even be alive, considering that he'd laid in a coma in the hospital for almost two weeks. Not only could he have died from his initial injuries, but he could easily have been killed by any of the supervillains who'd gone on a rampage after Moonstone revived the Tomorrow Legion, an informal crime cartel made up of supervillains who'd pooled their resources to attain greater profit and cause greater mayhem than they could have on their own.

A lot of it had turned out to be a blind for an even greater plot on Moonstone's part, to study the psychological and physiological effects of a mass supervillain riot on both the villains and their victims alike. Along with people from several other wealthy families, Kenny had been kidnapped by Moonstone both for her depraved "research" and also simply to be held for ransom. The prisoners had been guarded by the psychotic Mr. Hyde, a mad scientist who could transform into a monster with strength that rivaled no less than the Incredible Hulk. Only the intervention of the Sleepwalker, the mysterious alien hero trapped in Rick's mind, had prevented Mr. Hyde from killing Kenny and the other victims.

While Moonstone had been defeated by the heroic Spider-Woman, and many of the other villains of the Tomorrow Legion had been defeated and captured, the chaos and suffering they'd wrought was going to remain for a long time to come. Several people had been killed by the rampaging supervillains, while others had no doubt suffered severe financial losses, if they hadn't lost their livelihoods altogether.

_Okay, so the villains are defeated, _Rick thought bitterly to himself as they neared the building where Rick's first class was going to take place, _but the cycle's the same as it's always been. _

_Where the hell does it end? _Rick wondered, clenching the hand of his unbroken arm in frustration.

* * *

SLEEPWALKER #64

"ALL THE SENATOR'S MEN"

* * *

The political fallout from Moonstone's plotting was just as devastating. It caused an uproar in the media, a scandal in Congress and a political hot potato for those members of the U.S. Senate who were up for reelection in November.

Robert Kelly, the Independent Senator of New York State, was an exception. He'd originally been elected to the Senate as part of a wave of anti-mutant hysteria that swept the United States at the start of the 2000s, running on a platform of forcing mutants to register with the government and sponsored by the anti-mutant movement. Since that time, however, his political fortunes had declined. His most cherished piece of legislation, the Mutant Registration Act, had been declared unconstitutional by the U.S. Supreme Court in the landmark _Jameson v. Kelly _case, wherein New York newspaper publisher J. Jonah Jameson had bankrolled a legal challenge against the Act.

The failure of Kelly's primary legislative act had cost him dearly, both in political capital in Washington and in support among the anti-mutant movement. The heroic actions of the X-Men, a group of mutants who used their powers as superheroes, had also had a dramatic effect on public opinion, to the point where more Americans who supported mutant rights than there were Americans who opposed them. The anti-mutant movement itself was becoming increasingly unpopular, and leading anti-mutant organizations like the Friends of Humanity were now viewed as hate groups by many Americans. Jameson and his newspaper, the _Daily Bugle, _had given Kelly another political headache by exposing the support he'd gotten from groups like the Friends of Humanity.

Now, with Kelly's Senate term expiring in November, he had to decide if he was running for reelection. It didn't look good-the Democrats and the Republicans both had their eyes on Kelly's Senate seat, and Jameson's muckraking had given them plenty of political ammunition to use against him.

However, the political scandal generated by Moonstone's criminal plots had been a godsend for Kelly-the fact that Moonstone was really criminal psychiatrist Dr. Karla Sofen led a lot of people to claim that attempting to rehabilitate superhuman criminals simply didn't work, and that supervillains should be executed instead of being allowed to constantly escape from prison. A fierce debate was raging in the New York legislature to determine whether the state's Constitution should be amended to allow the death penalty, as the previous death penalty statutes had been ruled unconstitutional back in 2004.

Now, Senator Kelly saw an opportunity. Public anger was widespread over the fact that super-powered criminals were constantly escaping from prison and seemed impossible to rehabilitate. Kelly had a plan to turn that anger to his advantage, and he was meeting with a very special friend who would be able to help him carry it out. Waiting at a sumptuous private retreat owned by one of the primary financial backers of the anti-mutant movement, who frequently lent it out for his movement's political use, Kelly's eyes lit up as he saw the familiar face step into the room.

Tall and imposing, with eyes that glowed with a chilling inner light and dark reddish-brown hair neatly arranged in cornrows, Norman Osborn projected an aura of power that inspired fear in most people who saw him. That fear was only heightened among people who knew of Osborn's explosive temper and screaming fits of rage, and even more so by people who knew him as the murderous Green Goblin. Originally the wealthy chemical tycoon who'd rebuilt the decrepit Osborn Industries from the ground up, Norman Osborn had become the supervillain known as the Green Goblin in order to establish himself as the major crime lord in New York City, so as to seize control of the criminals who'd helped him with his corrupt business ventures. Those plans had been subsequently ruined by Spider-Man and the New York Police Department, and Osborn had been publicly unmasked as the Goblin. Now, Osborn had thrown himself fully into his supervillain role, deciding that if the public knew him as the Green Goblin, he would be a very good Green Goblin indeed.

"Norman," Kelly smiled and shook hands with his old friend. "How have things been?"

"Well enough," Osborn nodded, remaining stone-faced. "How is Creed?" he asked, referring to the histrionic leader of the Friends of Humanity, who was so volatile he often made Osborn seem stoic.

"I swear, the man's going to die of a stroke before he turns 60," Kelly shook his head, as he and Osborn headed to the bar. "Red or white wine?" he asked, opening the glass liquor cabinet.

"White," Osborn nodded, as Kelly took out a bottle of Riesling and poured two glasses. As he picked up his glass, he noticed Kelly looking curiously at his attire, although the senator was trying not to show it.

"You like the suit?" Osborn smiled thinly.

"Well, I…" Kelly began, slightly embarrassed.

"You're wondering about the color scheme, aren't you?" Osborn noted, raising one of his arms. His suit jacket and pants were a vibrant emerald green in color, and his tie was a bright purple.

"I suppose you wouldn't believe me if I said no, would you?" Kelly shrugged.

"Don't worry, I'm not offended," Osborn continued, enjoying Kelly's discomfiture. "Given that the whole world knows I'm the Green Goblin, I may as well dress the part."

"Yes, well…" Kelly shook his head, already slightly off-balance. "Let's get down to business, shall we?"

Osborn did well to hide his smile as they sat down.

"You are, of course, aware of the challenges I'll have to deal with come the election," Kelly pointed out. "I know how to counter them, but I'll need your criminal connections to do it, Norman."

"Really," Osborn said calmly, as he sipped his drink.

"Specially targeted supervillain attacks are the key," Kelly explained. "Some of them will rob my opponents' political donors, others will strike at my critics, still others commit high-profile crimes to keep people good and angry. My opponents get weakened, while I get more and more political fodder for calling for stronger measures against rogue superhumans, including mutants."

"Stronger measures?" Norman raised an eyebrow.

"Superhuman registration," Kelly nodded. "It won't just apply to mutants-it'll apply to anyone and everyone with superpowers. Jameson's been calling for superheroes to be registered and accountable, but I'll take it one step further. It'll be the Mutant Registration Act on steroids!" he grinned.

Osborn took another drink.

"I know what you're thinking, Norman-why would you support something that could just as easily apply to you? Well, that's where having friends in high places comes in handy. Most of the enforcement could be directed against any other supervillains that you don't like, for instance. And if the files and evidence dealing with you just happen to mysteriously disappear while everybody's back is turned…well, that's just too bad, isn't it?"

Osborn smirked at the irony. Kelly wanted him to arrange criminal acts that were essentially domestic terrorism all so he could get reelected and indulge his stupid anti-mutant crusade. The anti-mutant movement justified their actions by claiming that they were fighting to defend America and humanity as a whole from both the mutant threat and pro-human "traitors."

Still, the idea did have its appeal. After all, there was nothing that prevented him from exploiting the situation for his own gain, particularly if it would allow him a chance to strike back at Peter Parker and George Stacy, Captain of the New York Police Department's Organized Crime Unit. Parker, alias the Amazing Spider-Man, and Captain Stacy had between them destroyed Osborn's life's work in dismantling his criminal empire and exposing him as the Green Goblin, which in turn led to Osborn Industries being torn apart by corporate sharks.

"Where did you want to start?" Osborn asked him.

"With a small but effective group of supervillains," Kelly replied.

"**Mutant** supervillains," he emphasized.

* * *

Instead of taking the stairs like he normally would when moving through the campus buildings, Rick was forced to have one of his friends push his wheelchair the special ramps for people with limited mobility.

He needed help to turn the pages in his binder while taking notes, as he could only use one hand.

When he went to the bathroom, Kenny or Red had to help him lower his pants, get off the wheelchair and onto the toilet, get cleaned up, pull his pants back up and get back onto the wheelchair.

He wasn't even able to go to work, as it was too exhausting and otherwise too much of a hassle to get from the university to the _Daily Bugle, _spend time working there, and then get home later in the evening. As a result, Rick ended up stewing at home while his friends were usually at work, although they'd managed to tailor their schedules so there was always one of them there to keep him company.

Doing his homework after dinner, Rick tried as best he could to concentrate, but he couldn't help but feel a boiling anger rise up within him. He'd done well enough at concealing his anger when he was out in public at the university, but now an ugly scowl crossed his face as he picked up the book he was reading and threw it across the room in a fury.

Muttering under his breath, Rick began wheeling himself over to pick it up when Red came into the room and picked it up for him. Walking over to Rick, Red handed the book back to him, before sitting down on a nearby couch.

"You feeling alright?" Red asked him.

"You mean besides the fact that I'm in a goddamn wheelchair and I have to be babied by you guys?" Rick asked bitterly. "Yeah, I'm just terrific."

"Aren't we in a pissy mood today?" Red noted with a scowl.

Rick sighed and shook his head.

"I'm sorry, Red," Rick apologized sadly. "I'm just frustrated. I'm stuck in this wheelchair, and I need you guys to do everything for me. I hate it!" he finished, his voice rising.

"We're doing the best we can," Red pointed out with a frown.

"I know that," Rick nodded. "Don't get me wrong-I'm not mad at you guys at all. And I'm not mad at Sleepwalker, either-you and he have done everything I could have ever asked you to. I just…I don't know."

"We're not any happier about it, believe me," Red sighed. "That Spider-Woman chick should have killed Moonstone when she had the chance."

Rick looked up at that.

"Kill her?" he asked incredulously.

"Why not?" Red shrugged. "It was like I told Sleepwalker-his enemies just keep getting out of jail to cause more chaos anyway. Kill them and they won't be able to hurt anyone anymore."

"Sleepwalker told me about that," Rick frowned. "When I came out of my coma, he was pulled back into my mind and told me about everything that happened while I was in the hospital."

"Did he say anything else?" Red asked.

"Sleepwalker wasn't really sure what right he had to kill any supervillains he fought," Rick answered. "The Sleepwalker code of honor doesn't allow them to kill their enemies, and anyway Sleepwalker really didn't feel right making those kinds of judgments himself, given that he's an alien and all."

"Did he come up with any other solution?" Red persisted.

"No," Rick shook his head. "That was the most frustrating thing to Sleepwalker-he sees all the suffering his enemies keep inflicting, but he doesn't have any idea what to do about it."

"That was pretty much where we left it," Red nodded, before looking away.

Rick blinked in surprise.

"…Is something wrong?" Rick asked.

"…Hell, I don't know," Red shook his head. "After I talked about it with Sleepwalker, I started wondering if I'd have the stones to be able to execute someone, even if it was a criminal. I mean, I can ask Sleepwalker to kill someone, but I can't do it myself? What the hell's wrong with me?" he asked in disgust.

"So you couldn't figure out a solution, huh?" Rick asked glumly.

"No," Red sighed.

"So what the hell can we do?" Rick asked.

Neither one of them could answer that.

* * *

Listening to his human friends' conversation from within Rick's mind, the Sleepwalker could only ask himself that same question. In rescuing Kenny and the other people Moonstone had kidnapped from the depraved Mister Hyde, he'd only managed to defeat Hyde by resorting to particularly extreme measures, measures that would likely have killed most of his other human enemies. Sleepwalker didn't particularly regret doing it-in fact, he'd probably have done it again, considering just how much danger Kenny and the other hostages had been in.

It wasn't the fact that he'd impaled Mr. Hyde through and through with the long metal spikes he'd crafted with his warp vision that bothered Sleepwalker, so much as it was the fact that he didn't regret his actions. He hadn't felt much remorse for brutalizing Psyko the way he had in their battles, either.

_What, then, are the appropriate sentiments that I should be disposed to express? _Sleepwalker wondered. _In the present circumstances, I have found myself more and more taking courses of action that would be utterly abhorrent to my race-hovering over Rick's friends while they sleep to siphon additional mental energy from the Mindscape, resorting to brutalizing my criminal adversaries through methods that would result in their deaths but for the particular nature of their abilities…_

_ Rick has expressed his belief that my elder brother N'ogskak would be proud of me, and that I have done justice to the mission of my race, but whether his statements are a factual analysis of the situation is another matter entirely. _

_ I am in no way, shape or form worthy of returning to the Mindscape, _Sleepwalker realized.

_Am I even worthy, then, of considering myself a true resident of the Mindscape, after all that I have experienced in this world? _

* * *

After he had been publicly exposed as the Green Goblin, Norman Osborn had been forced to abandon his holdings, including Osborn Industries, the company that he'd rebuilt from the ground up after his stupid, drunken father had run it into the ground. A combination of a falling stock price, lawsuits and FBI investigations had left OsCorp, as it was commonly called, extremely vulnerable. The company had subsequently been torn apart by corporate sharks, who'd bought up OsCorp assets that had only lost their value because of their association with the Green Goblin. Once they were no longer associated with the Osborn name, their value went right back up. Osborn seethed with anger at that realization, particularly in noting that his spineless son Harry hadn't even bothered to try and save the company, and had instead cheerfully sold it off for whatever price the corporate leeches were willing to pay him.

In its own way, however, being publicly exposed as the Goblin had been strangely liberating for Osborn, as he was no longer forced to put up the façade of being an upstanding businessman and good citizen. Now he was free to truly strike fear into his victims' hearts, exact a particularly brutal revenge on his enemies and cut a path of destruction through New York and beyond like never before.

Although he enjoyed keeping Senator Kelly off balance, in truth Osborn had every intention of following through with the senator's plot. With the proper arrangements, he could induce the supervillains who would commit the crime sprees that would bolster the senator's reelection chances to strike back at many of his enemies in the business community, particularly those who'd carved up Osborn Industries. Some of them could also be led to harm his old enemies in the New York underworld, the men who he'd adopted the Green Goblin persona to try and depose and become the new ruler of the New York crime scene so he wouldn't have to rely on them for his dirty corporate dealings.

And then there was Peter Parker, also known as the Amazing Spider-Man, and Captain George Stacy of the New York Police Department's Organized Crime Unit. Between them, Parker and Stacy had destroyed the Goblin's criminal empire and exposed him as Norman Osborn. Parker and Osborn had found out each other's dual identities after Osborn had tried to get back at Stacy by murdering Stacy's daughter Gwen, which had taken their blood feud to a whole new level.

The only question was how to put Senator Kelly's plan into action, and it wasn't very difficult for the resourceful Osborn to find an answer. In acting as a costumed supervillain, he'd made the acquaintance of many other villains, one in particular whose talents would be especially useful.

It only took him a minute to go through his files and find the contact information for Mr. Jonathan Ohm.

* * *

With her outwardly normal demeanor, Selena Slate seemed decidedly out of place in the Raft, that wing of Riker's Island Penitentiary that was specially designed to hold that new class of criminal known as the supervillain. Many of her fellow inmates kept their bizarre appearances, even despite the specially designed shackles that kept them from using their supervillain powers to escape.

Of course, if Selena had been able to remove the shackles she would have shown that her appearance was just as bizarre as any of the other residents of the Raft. More commonly known as Spectra, her true appearance was that of a woman whose entire body glowed with a shimmering rainbow of colors that constantly shifted with a life all its own. Even more bizarre was Spectra's ability to channel those colors into deadly beams of light that had a wide variety of strange effects, ranging from emitting illusions to acting as hard beams of force, burning or freezing her victims, among other things.

Originally, Spectra had been no more than she appeared, a slim young woman with long blonde hair and crystal-blue eyes, neither of which she took pride in. She'd only gained her bizarre rainbow-like appearance after a hostage-taking at Hammer Labs, when she'd absorbed the energies being emitted from a bizarre synthetic diamond. Born of parents who'd been radical revolutionaries in the 1960s and 1970s, Spectra had inherited her parents' ideals and vowed to carry on the fight. Identifying herself with the poor, with people of color, gays and mutants, Spectra's career of robberies, kidnappings and hostage takings had been done with the intent of causing violent social upheaval that would overthrow what she deemed the oppressive, patriarchal power structures that kept the people she identified with oppressed.

Her efforts had been opposed by the mysterious superhero who called himself Sleepwalker, who had defeated her on more than one occasion. Imprisoned in the Raft, Spectra hadn't gotten on well with most of her fellow inmates, who found her endless political preaching rather tiresome. She was disgusted by most of them in turn, viewing them as sadists and murderers who were no better than the oppressors she was trying to overthrow.

Sitting at dinner in the prison lunchroom one evening, Spectra stewed in her own frustrations, mulling over her fate. She was a political prisoner, trapped here by a government that labeled her a criminal in an attempt to discredit her message, and to obscure what she was really fighting for. They had then subsequently arrested many of her former followers, to the point that those of her followers who hadn't been arrested immediately renounced their support of her, like the cowards they were, in order to save their own skin.

Now, it seemed, she was all alone. Her dream of a better world seemed to be dead, and she was condemned to spend the rest of her life in this miserable hellhole surrounded by psychopaths no better than the oppressive tyrants she'd dedicated her life to fighting against. She sat alone at dinner, as she always did, not desiring the company of her fellow inmates anymore than they desired her company.

So it was that Spectra was as startled as anyone by the loud electric crackling sound, that buzzed for several seconds before falling silent. Many of the supervillains in the lunchroom stood up and began shouting to one another in alarm, until they realized their power-disabling restraints had been disabled. Although Spectra didn't recognize the sound, it was the crackling of an electromagnetic pulse, which could disable any electrical device within the range of its being set off.

It was then that a truly bizarre sight appeared. A round black circle, an oversized dot, appeared seemingly out of nowhere. Several of the villains stared at it incredulously, before a human figure seemed to poke his head out of it. The figure was unlike any human most of them had ever seen. His skin was pure white and marked all over with black polka dots. Some of the villains recoiled in surprise, others started laughing at the weird individual, and still others cheered as they recognized their salvation.

The Spot may not have been the most sadistic or cruel of supervillains, but he was widely respected for his bizarre transportation abilities. He could take the spots he was covered with right off his body and convert them into portals that, when jumped into, could function as portals to wherever the Spot imagined them to go.

Spectra was hopelessly confused by the situation, until she saw some of the other inmates activating their powers. Closing her eyes, she focused her own abilities, and laughed triumphantly as a rainbow of color burst from her body. Her hands glowed with a bright yellow light, which eventually coalesced into razor-sharp beams that emitted from her fingers and cut through the now-powerless shackles, tearing her free. Her entire body then glowed with a bright green light, casting an illusion over her that made her appear entirely invisible.

Taking to the air, she began flying for the exit through which the Guardsmen assigned to keep the prisoners in line had entered and were now trying to subdue the villains. Looking down below, however, she saw the Spot tearing spots off his body and throwing them at the supervillain inmates surrounding them.

"You can be here, there or everywhere!" the Spot chanted as many of the villains began eagerly running for the portals, while others continued to fight back against the Guardsmen. "Just think of where you want to go, and that's where you'll be! All thanks to the wonderful Wizard of A.I.M.!"

Spectra couldn't have known that the Wizard, the brilliant criminal scientist who used to lead the supervillain team that called itself the Frightful Four, before becoming one of the top scientists at the technocratic terrorist organization A.I.M., had developed a device that allowed the Spot to alter his portals so they attune themselves to whoever's passing through them and take that person wherever he or she wants to go. Not that she would have particularly cared-she instinctively knew what the Spot was talking about, and charged eagerly through the nearest portal.

When she emerged from the Spot's portal, Spectra was standing outside the Brooklyn storage locker where she'd kept an emergency supply of cash for situations such as these. Once she'd retrieved the money, it was a simple matter for her to then travel, safely disguised by her illusions, to the Bar With No Name, a long-established hangout for New York's criminal class. Everyone from costumed supervillains to petty street scum flush with cash to high class mobsters came here to conduct business, to spend their hard-stolen loot or even just to socialize with their fellow criminals. While the mysterious Kingpin, the most powerful crimelord in New York, was the Bar's owner, the place was strictly neutral ground and criminals from New York's other syndicates were still welcome here.

Frowning in distaste, Spectra made her way in. Before she did anything else, she wanted to know what had been going on in New York ever since she'd been defeated by Sleepwalker. Although she wouldn't have been caught dead in a place like this, she realized that many of the Bar's customers would consider her one of their own, as bitter a realization as that was to her. While she might not have had the best reputation due to her political stances, Spectra also knew that, with a careful application of her hypnotic white light, masked with her illusory green light, she would be able to get some of the regulars to inform her what was happening.

From there, she could determine how to carry out her new goal-a brutal, bloody revenge on Sleepwalker for destroying everything she'd dedicated her life to.

* * *

For all that most of Ravencroft's inmates were human, there were a few that were not. One cell, in particular, contained a creature that alternately disgusted and frightened anyone who saw it, including the Guardsmen assigned to keep watch on it. Formed of mismatched human bones assembled from a dozen different corpses, and clad in ghastly medieval armor crudely assembled from broken and twisted pieces of scrap metal, the Dreadknight was an undead monstrosity that screamed and shouted at any living human foolish enough to approach it.

Formerly a murderous Latverian warlord in the 13th century AD, Bram Velsing had his soul wrenched out of Hell and forcibly restored to Earth by the psychotic wizard known as the Bookworm, who had invoked the necromantic magic of the Darkhold, a book of ancient magic created by the demonic Chthon. Seeking revenge on the Sleepwalker for thwarting his attempts to murder the bullies who'd tormented him in high school, the Bookworm had bound Velsing's soul and tasked him with destroying Sleepwalker, leaving him unable to die and return to hell until Sleepwalker was dead. Velsing's spirit had gathered a collection of human bones to house his soul, and had reassembled a suit of armor for himself out of broken metal he'd found in a scrapyard. He'd even revived a demonic skeletal horse for himself, one formed of a combination of human and equine bones.

Despite the terrifying powers the Bookworm had imbued him with, however, the Dreadknight had failed in his first attempt to kill Sleepwalker. The alien warrior had eventually subdued the Dreadknight by using his warp vision to encase the Dreadknight in concrete, leaving him unable to move or strike back. The authorities had subsequently taken him to Riker's Island, and weren't even sure if he could be given a trial, given his status as a clearly undead monstrosity. So it was that the Dreadknight had spent the last several months trapped in a solid block of asphalt, unable to break free, while the authorities tried to figure out what to do with him.

Being trapped on Earth was pure hell for the Dreadknight, but being confined to the cell he was trapped in and unable to move in the asphalt block made it all the worse.

So it was when he distantly heard the chaos from the lunchroom, and realized that a massive prison breakout was probably occurring. Try as he might, the Dreadknight couldn't break out and was helpless as he realized the other inmates were probably well on their way to escaping.

Despite this, the Dreadknight's screaming rage stopped when he saw the strange black dot appear in front of him. The Spot emerged from it, seemingly not the least bit afraid of the undead creature in front of him.

"Not a pleasant situation, is it?" the Spot frowned, shaking his head as he crossed his arms.

_"Who are you?" _the Dreadknight growled, wary of this new arrival.

"Suffice to say that I'm your deliverance, your egress, your ticket out of this stinking joint!" the Spot smiled. Reaching into one of the spots on his body, he pulled out a bizarre-looking technological device and pointed it at the Dreadknight. The Spot pressed a button on the device, and it emitted a strange orange-red light that surrounded the Dreadknight and the asphalt block he was trapped in. In a matter of seconds, the asphalt had disintegrated to nothing, and the Dreadknight was free.

_"You...have released me?" _the Dreadknight asked incredulously. _"To what end do you do this?" _

"My employer hired me to bust all the villains out of here," the Spot smiled. "He specifically told me to free you, too."

_"I presume he desires my allegiance in exchange for my liberty?" _the Dreadknight howled angrily, raising his jagged, twisted metal lance and pointing it at the Spot.

"Perish the thought," the Spot chuckled, seemingly not in the least intimidated by the lance pointed at his chest. "Rather, my employer has a grudge against the superhero you know as Sleepwalker. Said employer also knows that you want to kill Sleepwalker. That's why I freed you-so you can kill Sleepwalker."

_"And yet, we remain confined within the walls of this prison," _the Dreadknight pointed out. _"Must I make my way out on my own?" _

"I'm hurt, shocked even!" the Spot said in mock horror, as he took another spot off his body and held it up in front of the Dreadknight, as it widened. "Step through this portal, and you'll go wherever it is you want!"

The Dreadknight briefly wondered what to do next. A part of him wanted to go to Ravencroft Asylum and kill the Bookworm for imprisoning him on Earth, but he knew full well that the Bookworm's spell prevented him from harming the evil magician. He briefly contemplated going on a rampage in downtown New York to force Sleepwalker to face him, but from what he'd overheard from some of the other inmates' conversations there were many "superheroes" in New York. There was the distinct danger that, instead of attracting Sleepwalker, he would attract the attention of another hero, one that there would be no gain in fighting.

The first time he battled Sleepwalker, the Dreadknight had been so consumed by rage at being brought back to Earth that he'd immediately sought to kill Sleepwalker. He'd also been lucky in that Sleepwalker had been in the general vicinity of where he'd first formed his earthly body, and had been able to attack Sleepwalker immediately. Since his imprisonment, the Dreadknight had the opportunity to think about the best way to kill Sleepwalker once he finally escaped. Attacking the Sleepwalker in a blind rage hadn't worked, so he needed a new plan.

Of course, when he was alive Bram Velsing had been known as the Dreadknight not only for his savage cruelty, but also his devious cunning.

For now, he could afford to go into hiding, and learn more not only about Sleepwalker, but about the world he now found himself in…

* * *

The ghoulish costume Norman Osborn was now clad in was frequently described by its wearer as his "business attire." It was an entirely truthful statement to make, given that he was now publicly known as the Green Goblin and he now relied on his supervillain career for his wealth. As the Green Goblin, Norman Osborn resembled nothing so much as a lime green-skinned imp or troll come to life, his skin almost scaly and shimmering in the light. The Goblin was dressed in a ragged purple suit with matching boots, gloves, cape and hat, looking all the more disturbing for how tattered and worn they were. His chattering, piercing voice grated on its listeners, even hardened killers like his fellow supervillains.

Ever since he'd been publicly revealed as Norman Osborn, the Goblin had been building on the formidable reputation he'd developed as a crimelord and costumed criminal. He'd become involved as a go-between for interested parties who sought the services of supervillains for various hired missions, building up a formidable network of contacts in the process. Today the Goblin was meeting with some of those contacts, hoping that they would be interested in hearing the proposal he had for them. They were interacting over the Outsider Network, the off-the-grid communications network used by criminals the world over to conduct their depraved business and was almost impossible for law enforcement to track or break into. The Goblin didn't know exactly where his clients were, and they didn't know where he was, as their transmissions were extensively relayed through different parts of the global telecommunications system to throw off any potential trackers.

"What makes you think we can profit from this, Goblin?" Wildside asked the Goblin. His bold, commanding personality and the harsh, brutal tone in his voice would have made him stand out in a crowd, even if he hadn't filed his fingernails and teeth into sharp points, painted blood-red circles around his eyes and dyed his long, unruly hair a stark white. As head of the radical Mutant Liberation Front, he enjoyed the media attention his group's activities received, and he made every effort to look the part of a radical mutant terrorist.

"Isn't it obvious, Wildside?" the Goblin pointed out. "Most baseline humans can't tell the difference between mutated humans and mutants who were born with their powers. Mutants are being blamed for all the supervillain crime that's taken place over the last couple of years. Human supremacists like Robert Kelly are taking advantage of the public anger to try and regain the ground they've been losing. What better opportunity to start radicalizing your fellow mutants? Surely you know all this!"

"Of course I know that," Wildside scowled. "What I want to know is why attacking the _Daily Bugle _and a few other New York establishments is going to benefit the MLF. I mean, I can see how **you **profit from it, but quite frankly I don't see a gain for the mutant rights movement."

The Goblin did well to repress a smile at that. He knew full well that Wildside considered himself and other mutant radicals to be freedom fighters who were defending their people against the violence of baseline humans, and hated having to deal with supervillains like the Goblin, who were at least up front about the crimes they committed and knew full well they were in it for the money. Wildside also knew, or at least suspected, that the targets the Goblin had suggested the MLF strike at were ones the Goblin wanted revenge on for having crossed him before.

"Maybe, but the fact is that all of these companies and people were strong supporters of mutant rights…at least the X-Men's version of it," the Goblin pointed out, smiling inwardly as he saw Wildside rise up from his chair, a murderous look in his eyes. Wildside and the rest of the Mutant Liberation Front hated the more moderate X-Men and their approach to mutant rights, viewing the X-Men and their supporters as traitors who were selling out their own people.

"What better opportunity to radicalize the human population and undermine the X-Men's position?" the Goblin continued, stringing Wildside along eagerly. "And besides, what's to stop you from destroying some other people and property along the way? I'm paying you to destroy some of my own enemies…" he trailed off.

"…but that doesn't mean we can't parlay it into our own goals," Wildside nodded, as the other members of the Mutant Liberation Front who were listening nodded in approval, also no doubt thinking of the fact that they could make good use of the money the Goblin was going to pay them.

"Sounds like we have a deal, Osborn," Wildside nodded, as he moved to end the communication. "We'll be in touch."

The Goblin could only laugh, congratulating himself on how well he'd manipulated the situation. Both Senator Kelly and the Mutant Liberation Front were playing right into his hands, each of them furthering his goals-and why shouldn't they? That was something he'd always admired about the 19th century arms dealer Basil Zaharoff, who'd made a vast fortune selling weapons to both sides in military conflicts.

The Mutant Liberation Front was going to strike at a number of his most hated enemies, doing the Goblin's dirty work in crushing them for him. They'd be radicalizing the non-powered public, making it easier for Senator Kelly to be reelected. In turn, Senator Kelly would be able to use the chaos as fodder for a revived Superhuman Registration Act that would go even beyond the Mutant Registration Act.

That was all well and good, and beneficial in itself. That said, it had another side benefit, one that no one but the Goblin knew about-his revenge on Spider-Man. The Goblin was the only supervillain who knew Spider-Man's true identity of Peter Parker, and while he had absolutely no intention of sharing that information with anyone, the Goblin did intend to use the rampages he was organizing to make Peter's life hell.

The _Daily Bugle _was Peter's main source of income, while Empire State University was the main source of his education and Fireheart Industries was the company most likely to hire him after he graduated.

Even if none of his supervillain colleagues did enough damage to these places, the Goblin could easily do the job himself. Not only could he cause problems for Peter Parker, he could show his colleagues and the public at large that he was just as deadly as he'd ever been.

Not to mention that it would also help him attain another prize…

…the leadership of the Tomorrow Legion.

(_**Next Issue:**_ Rick continues to try to cope with his frustrations at being confined to a wheelchair, even as Sleepwalker ruminates on how to approach the seemingly endless cycle of supervillain arrests, escapes and violence. As it turns out, Sleepwalker has much bigger problems to worry about when he not only has to contend with the newly freed Spectra, but an attack from the Mutant Liberation Front! Even as all this is going on, both the Green Goblin and the Dreadknight continue to pursue their own diabolical schemes! All this and more in _Sleepwalker #65: True Colors! _Guest-starring the Amazing Spider-Man!)


	74. True Colors

**The whole problem with the world is that fools and fanatics are always so sure of themselves, but wiser people so full of doubts.**

_-Bertrand Russell_

From within Rick Sheridan's mind, the Sleepwalker contemplated the latest news he had seen from Rick reading the _Daily Bugle. _After the Spot had orchestrated the huge jailbreak from the Raft earlier that month, many of the supervillains the Spot had helped escape went on a crime spree, causing yet another wave of chaos and suffering to the beleaguered New Yorkers who had already endured no less than four supervillain riots tearing through their city in just over a year. The editorial sections of the _Bugle _and the city's other media outlets were flooded with people who demanded action, sharing their stories of misery and loss. Even though the police and the city's superheroes, including Sleepwalker, had already helped capture many of the city's supervillains and the non-powered street gangs and thugs who'd accompanied the villains' crimes, people were protesting that it wasn't going to do any good, as the villains were just going to escape yet again.

Although New York had previously been known as a pro-gun control part of the United States, that fact had drastically changed after the dramatic rise of supervillain crime in New York. New York was already a dangerous city at the best of times, but ever since the supervillains had caused the city's crime rate to rise even further, many more people were carrying weapons for their own personal protection. It seemed entirely useless, however-no matter how skilled ordinary laypeople might have been with their firearms, they usually stood little chance against supervillains, many of whom were trained and stone-cold killers and weren't the least bit afraid of citizens with guns.

Once again, Sleepwalker found himself agonizing over the endless cycle of violence that seemed to permeate human society, especially here in New York. He further reflected on how it seemed to be drawing him further into it, given the particularly violent methods he'd used to rescue Kenny Anderson and the rest of Moonstone's hostages from the psychopathic Mr. Hyde. His race's code of honor dictated that Sleepwalker never kill a vanquished opponent, and so far Sleepwalker had adhered to that oath, but the debate he'd had with Rick's other friend Red Ericsson had left him seriously wondering whether that oath was truly practical anymore. Red himself hadn't found an answer to the matter, but that hardly comforted Sleepwalker.

_The centre of my reflection has become increasingly focused on the practicality of my morals as a Sleepwalker, _the alien realized grimly.

_An expression of such a viewpoint would be utterly abhorrent to a true resident of the Mindscape, but then my unworthiness of returning to my home, my true home, is but further confirmed, _Sleepwalker knew. _The paradox, of course, stems from the fact that, in order to live up to my racial heritage of protecting the innocent from the predation of evil, a heritage that is the whole basis of my existence, I am disposed to violate the other tenets of my race. _

_ I have remarked in the past that no race I have ever encountered has proven to be more contradictory and ambiguous than humanity, _the alien thought to himself, _and now I too have been afflicted by this uncertainty. _

_ I am less and less a true inhabitant of the Mindscape, and more and more an inhabitant of Earth, _Sleepwalker realized.

The revelation did not sit well with the alien, not when he considered the pain that remained in his heart whenever he thought of his home, his true home, in the Mindscape.

* * *

SLEEPWALKER #65

"TRUE COLORS"

* * *

"So, what's the verdict?" Julia asked Rick as he was wheeled back into the house by his girlfriend Alyssa Conover. Critically injured by a large piece of falling debris when the villainous Moonstone had attacked Empire State University, Rick had laid in a coma for two weeks. Even though he'd since come out of the coma, he was confined to a wheelchair with a broken right leg, left arm and ribs, and had to be helped and pushed around by Alyssa and the rest of his friends. Today, Alyssa had taken him to the doctor to get an idea of when he would be able to get his casts off.

"Dr. Carmichael said he could probably take the casts off once March rolls around," Rick said sadly, "and I'll be able to walk and use my arm again…" he trailed off.

"What about your leg?" Julia asked.

Rick just looked down and sighed, fatigue and frustration on his face.

"Dr. Carmichael said that some of the ligaments in my knee might have been torn from the way the debris fell on me," Rick said, anger lighting up in his eyes. "They thought that they might be able to repair my knee once I get the cast off, but Dr. Carmichael looked at my X-rays again today and now he's not so sure. Now he thinks the best they'll be able to do is fix it so I'll be able to walk, so long as I use a cane."

Julia and Alyssa simply stood in silence, letting the words sink in.

"Oh, hey you're home!" Kenny Anderson, the last of their friends, said brightly as he came up from the basement. "I'm…what's with all the long faces?" he asked, as his heart sank. As Rick repeated the news, Kenny fell just as silent as Rick and the girls, mulling over what they'd just learned.

_Is this what it's like? _Rick silently thought to himself, trying to keep his bitterness and anger under control. _Is this what all those people who've been victimized by supervillains have had to deal with? All the people who've gotten killed, or who've lost their livelihoods, have had to live with that for the rest of their lives. This isn't even the first time it's happened to me, what with what Psyko and Cobweb did to Mom, Dad and Cyrus…_

…_and it happens when you least expect it. _

_Sure, it seems like it ends when the villains are arrested by the police, but it doesn't, does it? _

* * *

Norman Osborn chuckled to himself as he pondered the results of the supervillain jailbreak he'd orchestrated through the Spot. Everything was going according to plan-just as Osborn had expected, many of the villains had gone on a crime spree, picking up on their old habits. The reaction from the people of New York, who'd already suffered so much over the last ten years, had been predictable-increased weapons possession, calls for the death penalty to be reinstituted, support for superpowered registration, and so forth.

That was all part of Senator Robert Kelly's plan to save his political hide after his capital had been so badly damaged by the failure of his cherished Mutant Registration Act. With the increasingly rampant crimes committed by superpowered criminals, especially mutants, causing a wave of popular outrage, Senator Kelly hoped to ride that anger back into office by touting a Superhuman Registration Act, one that extended the Mutant Registration Act's provisions to include anyone and everyone with superhuman abilities. Naturally, Senator Kelly would make exceptions for Osborn and any other superpowered "friends" who needed protection from the law.

Senator Kelly had specifically asked Osborn to incite some of the politically active mutant terrorists to commit crimes in New York, further heightening anti-mutant prejudice and undoing much of the good work the X-Men had done in building support for mutant rights over the last several years. Osborn intended to do so, although at first he'd simply let the villains run amuck on their own crime sprees, asking the Mutant Liberation Front to wait before they began their acts of terrorism. People who were already angry and frightened would be even more inclined to lash out at mutants, after all, stirring up exactly the reaction Osborn and Kelly were looking for.

Osborn had agreed to go along with Senator Kelly's plan because of the ways he would be able to exploit it for his own gain. Ever since the crime syndicate he'd built up as the Green Goblin had been destroyed by the amazing Spider-Man and Captain George Stacy of the New York Police Department and he'd been subsequently been publicly exposed as the Goblin, Osborn had been thinking of how he could get revenge on Spider-Man and Captain Stacy for what they'd done.

Senator Kelly's plan had offered the perfect opportunity. Not only could he contribute to the chaos as the Green Goblin, but he could also strike back specifically at targets that were important to Peter Parker, alias Spider-Man, and Captain Stacy as part of his rampages. Returning to the supervillain scene in a big way would also make him a prime contender for the leadership of the Tomorrow Legion, an informal cartel of supervillains who would pool their resources and coordinate their schemes so as to cause more chaos and make more money than any of them would on their own.

So far, everything was working quite well, except for one little detail, that of the mysterious superhero known as Sleepwalker, who'd distracted the Goblin at a critical moment and prevented him from murdering both Spider-Man and Captain Stacy's daughter Gwen. While Osborn had put a $1 million bounty on Sleepwalker's head as a means of punishing him, the mysterious hooded warrior had managed to defeat all the villains who'd tried to claim the prize so far.

The million-dollar reward for Sleepwalker's head remained in effect, but Osborn suspected that he'd need more drastic action to get back at Sleepwalker. Hence he'd done more research into Sleepwalker's publicly observed battles and identified a number of the red-eyed hero's enemies, one in particular that seemed especially obsessed with killing Sleepwalker. To that end, Osborn had specifically instructed the Spot to find and release this enemy with the intent of his murdering Sleepwalker.

While Osborn wasn't going to waste any great amount of time or money going after a hero who'd only crossed him once, seeing Sleepwalker's head impaled on the Dreadknight's barbed, twisted lance would bring Osborn no small amount of pleasure.

* * *

In a previous life, the creature was known as Bram Velsing, the murderous knight who tore a path of destruction across the unlucky kingdom of Latveria, but that was centuries ago. Now, torn out of hell after seven centuries, Velsing's soul had been forcibly returned to Earth by the depraved magician known as the Bookworm, who could bring to life anything that he read. Velsing had been turned into a hideous skeletal monstrosity, his soul forced to inhabit a body made out of mismatched human bones taken from a variety of corpses. He wore a suit of armor made out of broken and jagged pieces of metal he'd bent and twisted for that purpose, carried a cruelly barbed lance made of the same material and wore a dirty, ragged cape. His mount would have been a bat-winged horse, had there been any flesh on the creature's body, which was made from a mismatched combination of human and equine bones.

The Dreadknight, as Velsing had been more commonly referred to in life, was cursed by the Bookworm's magic to remain on Earth until he had killed Sleepwalker. Driven nearly mad with rage at what the Bookworm had done to him, the Dreadknight had attacked Sleepwalker, but the alien had subdued him by using his warp vision to encase the Dreadknight in asphalt, leaving him unable to move. Taken to the Raft after his defeat, the Dreadknight had remained trapped at Riker's Island Prison until the bizarre entity who called himself the Spot had freed the Dreadknight. The undead monster was now more determined than ever to kill Sleepwalker, but this time he knew he had to figure out a better plan of action, one that would force Sleepwalker to fight the Dreadknight on his own terms.

The Dreadknight had been lurking in the sewers ever since he had escaped from prison, emerging onto the streets from time to time as he got the lay of the land and observed the living world from the shadows. He had seen the living supervillains and the looting and murdering they were committing, and while he saw little reason to participate himself, he had realized how some things had not changed very much since the Middle Ages.

When he was alive, the Dreadknight had frequently kidnapped nobles from the surrounding countries and held them for ransom, killing them if their friends and relatives did not pay the sums he demanded. Sometimes, if they didn't pay, he enjoyed giving them the opportunity to earn their freedom by challenging them to mortal combat, with the noble earning his freedom if he managed to kill Velsing. Of course, Velsing had always won those combats.

Now, seeing several of the living supervillains kidnap people and hold them hostage to force the authorities to do something they wanted, the Dreadknight began to understand how he might force Sleepwalker to fight him at the time and place of his choosing.

Besides, even now the Dreadknight had to admit that demonstrating his prowess by killing Sleepwalker in front of witnesses would be all the more pleasing.

* * *

The woman formerly known as Selena Slate trembled with anticipation, eager to resume the battle. Raised as a political radical by radical parents, Selena Slate had been obsessed with carrying on her parents' dreams of radical, violent revolution on behalf of the poor and oppressed. When she'd grown to adulthood, she had begun using the same tactics of violence, terrorism and murder that she'd learned from her parents, and in the course of an attempted-hostage taking at Hammer Labs Selena had been bombarded with the multicolored energies of a bizarre synthetic diamond. The diamond had turned her into a living rainbow, her body glowing with a variety of bizarre colors that she could focus into bursts of colored light for many different effects.

Now calling herself Spectra, she had tried to use her powers to continue her revolutionary cause, but she had subsequently been defeated by Sleepwalker and arrested by the police. Ever since she'd escaped from prison as part of the mass jailbreak orchestrated by the bizarre black-and-white supervillain called the Spot, hired by Norman Osborn, Spectra had been laying low, disguising herself with the illusionary powers her green light beams afforded her, while she figured out her next move.

Now, Spectra believed, she'd found it. Spectra had long admired the Mutant Liberation Front, the Brotherhood of Evil Mutants, and similar mutant terrorist organizations for their attempts to strike back at the humans who Spectra considered were trying to oppress the mutants. Now, she'd heard about how the Mutant Liberation Front was being offered a large sum of money by Norman Osborn, alias the Green Goblin, to strike at targets that were both hated by Osborn and the Front's regular targets. While she wasn't a mutant, she had seen the way that the other supervillains in the Raft had dealt with the Brotherhood members who'd been arrested, and so she was confident that they would let her work with them. The patrons of the Bar With No Name that she'd hypnotized with her white light had told her where the members of the Mutant Liberation Front would be gathering,

There were six members of the Front waiting for her when she arrived at the underground bunker they were staying at. Their leader, Wildside, was distinguished by his wild white-dyed hair, his long nails and teeth filed into points, and the red facepaint around his eyes, the pale-skinned Reaper practicing with his deadly scythe behind his leader. The huge Sumo sat quietly in mediation, while Firebomb, who'd first come to public attention as Rusty Collins, stoked the fire that kept them warm. The dark-skinned Tempo was putting on her gold-colored battle armor, and the blonde-haired Locus was working intently at a computer, apparently discussing strategy with Wildside.

Reaper was the first one to notice Spectra as she came into the room, breaking away from his practice and leaping to stand in front of her, his scythe glowing dangerously as he imbued it with his mutant powers.

"What are you doing here?" Reaper demanded angrily, raising his scythe as if to strike. "If you don't tell us, then I'm going to-"

"-sit down and shut up," Wildside finished for him, scowling angrily at Reaper. "You keep forgetting that **I'm **the leader here, Reaper. You'd do well to remember it," he concluded.

Reaper stood down, but there was a suspicious gleam in his eyes as he stared intently at Spectra. The rest of the Front members were no more welcoming, glaring at her as they tried to figure out what she was doing there.

"You have ten seconds to give an explanation for coming in here," Wildside pointed out, "and it had better be a fucking good one."

"I'm here to help you," Spectra said, her voice rising as she thought of the grand goals they were going to accomplish. "I've fought your battles, defended your people, struck back against your oppressors. I've seen mutants be abused, be killed just for who they are. I've seen them suffer!" she continued, an intense light coming into her eyes.

"You fight for the freedom of the mutant race, against the same sick, depraved system I've devoted my life to taking down," Spectra rhapsodized, thinking of what she might be able to accomplish if she fought alongside the Mutant Liberation Front. "I'm talking about revolution, war, justice!" she cried.

"And it doesn't bother you that we're being paid by Norman Osborn?" Tempo pointed out as she put on her helmet.

"So one useful idiot is paying us to take down the rest of his sick kind," Spectra scoffed. "Once we get what we want from him, we turn on him. Besides, it's about time his blood money went to a more worthwhile cause."

Wildside thought about that and smiled,

"I like what you're saying," he grinned evilly. "I've heard about the kinds of powers you have-I think you'll fit in nicely."

Most of the other Front members seemed willing to accept their leader's decision, although Firebomb and Reaper still seemed suspicious of her. That hardly bothered Spectra, though.

"Where are we striking?" Spectra asked Wildside before they set out, teleported by Locus's teleportation abilities.

"The Fireheart factories in the Bronx," Wildside grinned. "In one hour, at midnight, we strike."

Spectra laughed out loud, resolving to use her illusionary green light to conceal herself and the rest of the Front as they made their way to the Bronx. She hated Thomas Fireheart for selling out his own people and playing the capitalists' game. It was one thing to strike back against the whites who were the original oppressors, but quite another to strike back at traitors who began worshipping the almighty dollar.

A number of homeless people lived near the factory as well, the very people who'd been victimized by the horrors Fireheart and his fellow capitalists had released on the world. Just like the mutants who the Mutant Liberation Front was fighting for, they too would be uplifted by the destruction Spectra and the Front were about to unleash on Fireheart Industries.

_The revolution is reborn, _she thought with a wide smile.

* * *

The Fireheart Industries chemical plant was one of the largest in the Bronx, its size in comparison to the other industrial buildings a fitting symbol of how Fireheart Industries had weathered the recent economic downturn better than much of its competition. Several other plants and factories had closed in the last couple of years, most notably the General Motors factory nearby. GM's sales had been falling since 2000, and the outlook didn't look any better for 2008.

As a result, a number of homeless people had begun using the abandoned plant as a place where they could sleep protected from the chill winds of winter, even repairing some of the plumbing and electricity to make their stay a little more comfortable. Neither GM nor the city had so far taken any steps to evict them, as GM was having trouble finding someone to sell the factory to and was concerned about the bad publicity that might come from evicting the squatters. Fireheart Industries was interested in purchasing the factory and property to expand its own operations, and had even begun employing some of the homeless squatters for custodial and clerical work in its own plant, but so far they were having trouble negotiating with GM.

Spectra admired these people greatly, seeing them as taking back the land for the people and fighting back against their corporate oppressors. Now, just before midnight, as she and the Mutant Liberation Front members approached the Fireheart Industries factory, she was wreathed in smiles at the thought of destroying the factory and giving these people, these noble, beautiful people, a place where they could expand.

She dropped the illusory cover she had been giving the Front at Wildside's order right after they appeared in front of the GM plant, thinking that they would appear to the homeless occupants of the factory before attacking the Fireheart Industries site. Looking from Wildside to the curious homeless people who were coming out to see what was going on, she smiled widely as the mutant Front members grinned and the homeless people looked as if they were about to ask what was going on.

"Now!" Wildside shouted, as he began focusing his mutant power. All of a sudden, the world seemed to shimmer and ripple, as everything around him shifted from a uniform hue of green, to red, to yellow, to blue, passing through every color of the rainbow as the ripple effects became more and more intense. To everyone in the vicinity, the world seemed to be like a reflection on a pond, disturbed by the rippling of a stone being dropped into the water. Soon the uniform colors of the scenery exploded into a burst of multiple colors, which ebbed and flowed with the ripples of the scenario.

Wildside began laughing, and the sound burst into a loud cackle, which echoed in the minds of everyone around him. The non-powered homeless people fell to their knees screaming, terrified at what was going on, even as the rest of the Mutant Liberation Front laughed hysterically and Spectra stared in horror. Wildside had kept his mutant hallucinatory powers from affecting Spectra and the other mutants the way it did the non-powered humans they were attacking, and they were stepping into fighting stances as they prepared to attack.

Sumo, Firebomb, Tempo, Locus and Reaper charged, but had to stop short of the barrier of solid red light Spectra emitted in front of them.

"What do you think you're doing?" she asked in horror and confusion, disgusted at the way her supposed allies were preparing to attack and kill the defenseless humans.

"They're humans, you stupid bitch," Firebomb spat in disgust. "They're the same people who've been fucking mutants over for the last damn decade!"

"But…but they're victims, just like you!" Spectra insisted, stepping between the mutants and their intended victims. "We're supposed to be striking at Fireheart Industries!"

"We're striking at all of it," Wildside said, his evil grin growing even wider. "All the humans, everything they've built. We're going to destroy them all."

"You…you can't!" Spectra pleaded, hardly believing what she was hearing. "These people are innocent!"

"If you're not part of the solution, you're part of the problem," Reaper sneered, using words that Spectra herself had said on more than one occasion. "And if we have to kill you too, we will."

Spectra's entire body glowed brightly as she prepared to release her light powers, but then she collapsed as Wildside focused his powers on her.

She felt as if she was falling, endlessly falling, as the entire world spiraled around her. She heard the laughter of the Mutant Liberation Front members, and knew that soon she was going to be just as dead as the people she'd failed to protect.

* * *

Although Empire State University was concentrated in Manhattan, Sleepwalker had made a point of patrolling throughout all five of New York City's boroughs. From what he'd seen in the news reports he'd read through Rick's eyes while Rick was working at the _Daily Bugle, _heroes like Spider-Man and Daredevil were typically confined to the Manhattan area, and so Sleepwalker had begun shifting more of his nightly patrols to New York's other boroughs, which often didn't get as much protection as Manhattan did.

Tonight had been mostly uneventful, with Sleepwalker breaking up a single convenience store robbery in Queens, before flying north into the South Bronx. The supervillains seemed to generally be content for now, although Sleepwalker was always careful to remain vigilant.

The alien's vigilance paid off when he sensed a powerful psychic force emanating from the industrial area he was approaching. All of Sleepwalker's race possessed the power to see and follow energy trails of various types, although some Sleepwalkers were much more skilled at it than others. The Sleepwalker trapped in Rick's mind was skilled at detecting and following psychic energies, although he had found that he lacked the skills some other members of his race had in following Earthly energies of various sorts. Realizing from the sheer power of the psychic force that something was appallingly wrong, Sleepwalker took off at all speed for where he detected the force coming from.

By now, Sleepwalker was used to seeing a collection of costumed criminals looming over a large group of defenseless people about to murder them, even though such sights infuriated him as much as they always had. What stood out this time, though, was the prone body of the rainbow-hued Spectra, who was lying on the ground next to the non-powered bystanders these villains were about to massacre. Sleepwalker didn't have much time to think about it, though, as he focused his warp vision. His warp beams caused the ground the costumed villains were standing on to rise up in a wave, knocking them off their feet and disrupting their attacks.

As the villains staggered, caught completely off guard, Sleepwalker darted down and picked up the white-haired leader, the one emanating the psychic waves that had attracted Sleepwalker's attention. Holding Wildside with one hand, Sleepwalker used the other to slam him in the face with a vicious haymaker, knocking him senseless and causing him to let up on his psychic attacks. The powerless bystanders below soon began to recover, freed from the effects of Wildside's hypnotic attack, and they screamed in terror, fleeing as the rest of the villains prepared to attack.

Using his warp vision to raise a wall of concrete between the villains and their would-be victims, Sleepwalker came down on top of the wall to attract their attention, still holding WIldside.

"_Who are you, murderers?" _Sleepwalker demanded, tossing the unconscious WIldside at them. _"What is the purpose of your intended massacre?" _

"We're the Mutant Liberation Front," Reaper grinned, as his scythe began glowing with a deadly silver energy, "and we don't need to justify ourselves to you!" he shouted, leaping at Sleepwalker as Sumo charged the wall, intending to smash through it and begin striking at the fleeing homeless people while Sleepwalker was distracted.

Dodging out of the way of Reaper's attack, Sleepwalker shouted in pain as Firebomb caught him with a deadly fireball. The alien cursed his luck, knowing that he was badly outnumbered and uncertain if he would be able to keep all of the Front's members from slaughtering the innocent humans who'd done nothing to deserve their wrath.

Knocking Firebomb off his feet by using his warp beams to twist the ground beneath him, Sleepwalker wracked his brains as he tried to find an edge.

* * *

Spectra recovered at the same time as the rest of Wildside's victims, although she was still rolling back on her heels as she saw the massive wall of concrete Sleepwalker had raised and the hooded warrior's attempts to battle the Front. She couldn't fathom what Sleepwalker was doing here, or why he would be battling the Front's mutant members, but she knew she had to stop the killers before any of them could harm the residents of this building.

Sumo had easily smashed through Sleepwalker's concrete wall, and was preparing to leap at the fleeing homeless people when he was engulfed in a beam of concentrated yellow light that shot in from the side. The blubbery mutant howled in pain from the light, which began burning him all over, and then staggered back as a beam of solid red light followed it and hammered him square in the face, knocking him flat on his back.

Tempo and Locus stopped their charges, staring at Spectra in disbelief as she focused her light beams on them. Tempo flew and Locus teleported out of the way of Spectra's next red beam, before Locus forced Spectra to let up on her attack by appearing right next to her and lashing out with a wickedly curved dagger. Spectra screamed in pain, her arm badly cut, and fired an orange beam of light at Locus. The beam would have cut Locus in two, but the teleporting mutant was faster and blinked out of sight.

It was then that Spectra found herself frozen in place, paralyzed by Tempo's ability to accelerate, slow down or even stop her opponents altogether. Tempo came down behind Spectra, intensifying her power as Locus appeared next to her, raising her bloody knife to cut Spectra's throat.

Try as she might, Spectra was paralyzed, completely unable to move as Locus moved in for the kill.

* * *

As he focused his attention on Firebomb, Sleepwalker screamed in pain again as Reaper slashed him across the back. The pale-skinned mutant had used his powers to imbue his scythe with a deadly energy that not only increased the blade's sharpness but also caused anyone it was struck with to suffer a debilitating, stinging pain that coursed through their entire body.

Briefly paralyzed from the blow, Sleepwalker collapsed as Reaper slashed him again, cutting into his legs. The alien's blood flowed over the concrete as Sleepwalker rolled around to face upwards, releasing his warp vision directly at Reaper's scythe in an attempt to destroy it. While the energy Reaper had imbued his scythe with protected it from the effects of Sleepwalker's warp beams, the flash that resulted from the two energies colliding threw Reaper off balance and gave Sleepwalker the split second he needed to lash out with his feet, tripping Reaper and knocking him flat on the ground.

Sleepwalker would have knocked Reaper out then, but the alien had to turn and use his warp beams to raise the concrete ground to block the next fireball that Firebomb shot at him. Reaper used that time to get to his feet and slash at Sleepwalker with his scythe once more, but Sleepwalker focused his warp vision on the concrete barrier he'd used to block Firebomb's fireball, twisting it up so it blocked Reaper's scythe. The scythe cut the concrete block in two, but it gave Sleepwalker the time he needed to roll out of the way and come back up unharmed to face his opponents.

Anger crossed Sleepwalker's face as he realized how much time he'd already lost fighting these two, time that the other mutants had probably already used to attack and kill the residents of the hollowed-out factory. Focusing his warp beams, he fashioned the concrete into a vicious battering ram that aimed straight at Reaper, even as he ducked Firebomb's next fireball. Reaper lashed out with his scythe and cut the battering ram short, but the ram was only a distraction as Sleepwalker came in right behind it and grabbed Reaper's scythe. Tearing the weapon free of Reaper's hands, Sleepwalker used one hand to toss the scythe aside as he lashed out with his other hand, punching Reaper square in the face and knocking him flat on his back, moaning in pain.

Turning to face Firebomb, who had regained his balance, Sleepwalker skillfully dodged the next two fireballs the flaming mutant tossed at him and then raised up the concrete around him, entangling Firebomb's legs. The fiery mutant stumbled back, trying to extract his legs from the tangle, and he'd nearly succeeded before Sleepwalker grappled him. The alien warrior turned Firebomb around, badly twisting his knee, before pulling the fiery mutant free. Firebomb tried to attack once again, but the waves of pain rolling up his leg prevented him from concentrating. He stumbled and could offer no resistance as Sleepwalker came in, punching him in the stomach and then the face as he collapsed unconscious.

Reaper was just struggling to his feet behind Sleepwalker before the alien came back and kicked Reaper viciously in the ribs, blasting the wind out of him and leaving him hunched on the ground gasping for breath.

Taking a deep breath, Sleepwalker turned to search for the other mutants before he stumbled briefly, his body still suffering from the effects of the energy Reaper had imbued in his scythe.

* * *

Instead of trying to move, Spectra reached deep within herself, summoning her purple light. She released it in a dome all around her, a wave of purplish light that threatened to engulf Tempo and Locus.

Alarmed, Locus teleported out of reach of the light, but Tempo was not so lucky. Caught completely by surprise, she was shrouded in the purple light and collapsed screaming, her entire nervous system in pain from the purple light that Spectra used to attack it. She released her grip on Spectra as she staggered back, freeing up the rainbow-clad woman to blast Tempo with a concentrated beam of cutting orange light, slashing through her armor and leaving her bloodied and unconscious.

Spectra would have killed Tempo at that point, but she was forced to let up her attack as she heard the angry screams of a recovered Sumo behind her. Rising up into the air, she flew out of the way of Sumo's enraged charge, surprised by how fast the hugely fat, Japanese mutant could move. Whirling around to look for Locus, Spectra managed to erect a barrier of red light just in time to protect herself from the razor-sharp knives Locus was throwing at her. Locus teleported out of the way of Spectra's next energy blast, but this time Spectra was ready as Locus reappeared. Spectra sent out a wave of chilling blue light all around her that caught Locus as she reappeared. The bitter cold slowed her movements, leaving her vulnerable to the powerful burst of red light that knocked her head over heels. Locus managed to teleport to the ground to avoid falling, but she eventually collapsed from dizziness.

Sumo was the only one left, leaping up at Spectra as she threw up a barrier of sharp orange light to protect herself. To her surprise, Sumo burst right through it, the cutting light doing no more than raising a line of shallow scratches along his tough, blubbery hide. Tackling Spectra head-on, the rainbow woman nearly fainted as Sumo rammed into her and made his way back to the ground, intending to crush her under his bulk.

It was only through a supreme effort that Spectra managed to raise a pillar of red light to stop their descent, and fire a beam of heated yellow light that burned Sumo all over. The blubbery mutant lost his grip on Spectra and fell back to the ground, howling in pain at his burns, even as Spectra came back down to face him. Dizzied and worn out, her arm aching abominably, Spectra saw Sumo, now covered in ugly burns and blisters, charging at her and knew she didn't have much time. Making herself invisible with her illusory green light, she caused Sumo to stop short, wondering what had happened to her. A beam of purple light instantly gave him the answer, as his entire nervous system was rocked with pain. Nearly fainting from the pain of his burns, his entire body twitching in agony from the attack on his nerves, Sumo was powerless to avoid the head-on beam of red light that smashed him in the face, breaking his nose and finally causing him to collapse.

Looking up from the unconscious and bloodied Mutant Liberation Front members all around her, Spectra saw that she'd been able to prevent any of the mutants from harming any of the people they'd tried to kill. Most of the people were cheering and applauding her, something which made Spectra smile despite her exhaustion. She then turned to regard Sleepwalker, who was staggering towards her, still struggling with the effects of Reaper's energy on his body.

They stared at one another intently, neither one entirely sure what to make of the other's presence here.

_"Explain your presence here," _Sleepwalker demanded. _"Surely the inhabitants of this formerly industrial domicile cannot have been your targets, based not only on the context of your political rhetoric but also on the injuries you have suffered. And yet, your presence is as entirely unwarranted as was the presence of these murderers, who sought to murder these innocents for motivations that I cannot hope to fathom." _

"They tried to kill these innocent people, all because of their sick political game," Spectra explained. "I joined them because they were also targeting the Fireheart Industries complex, and I thought that was the only thing they'd be striking at. But these people, they didn't deserve what the Mutant Liberation Front was going to do to them."

_"And Thomas Fireheart presumably did?" _Sleepwalker asked acidly, wincing in pain as the Reaper's energy still coursed through his body.

"Of course he did!" Spectra snapped, the colors flowing across her body glowing brightly as her emotions intensified. "He's no better than those mutant hypocrites," she spat in disgust, referring to the unconscious Wildside and his followers.

_"And yet these 'hypocrites', from what I have been made to understand employ the vocabulary you have been so wont to use," _Sleepwalker pointed out. _"Do they not justify their actions in the same manner as you have attempted to exculpate your own past attacks on the undeserving?" _Sleepwalker asked.

Spectra only shook her head, unsure of what to think. She hated the cowled warrior standing across from her, hated him for thwarting her past attempts at what she considered justice. But now, she'd fought alongside Sleepwalker- alongside Sleepwalker!-in stopping the homicidal mutants from killing the people she'd always thought she was fighting for in attacking places like Hammer Labs and the New York Stock Exchange.

"I…I don't know," Spectra shook her head. "I…I need to think…"

_"You shall have all the time you require for reflection when I have returned you to your rightful incarceration," _Sleepwalker promised, as he stepped into a fighting stance. _"Do you propose to yield to me, or shall you-" _

Spectra's answer was a concentrated burst of purple light that caught Sleepwalker dead on, paralyzing him as his nervous system went haywire. Sleepwalker had experienced this purple energy before during his previous battles with Spectra, but now it combined with the Reaper's energy still in his system, causing him to collapse as his body shut down entirely.

Spectra kept the beam focused on Sleepwalker as she tried to determine what to do next. It would be so easy to kill him, she realized-Reaper's energy had slowed him down enough that he couldn't dodge her purple light, and in combination with it her purple light had paralyzed him completely. A part of her wanted to kill Sleepwalker once and for all, to end his life for thwarting her attempts to defend the weak and oppressed from the tyrants that...

Spectra hesitated, though, as she looked back to consider the people that she and Sleepwalker had saved tonight. Without their combined efforts, many if not all of these people would be dead, killed for no better reason than to satisfy the mutant supremacy movement's twisted agenda.

_How can I…_she thought to herself, her confusion growing by the minute. _I…I can't…_

Releasing Sleepwalker from the grip of her purple light, she once again used her green light to turn herself invisible and flew off into the night, unsure exactly of why she let her old enemy live or even what she knew to be right or wrong anymore.

* * *

Once the influence of the purple light was gone, it didn't take long for Reaper's energy to dissipate as well, as Sleepwalker slowly staggered to his feet. His body still ached from the burns of Firebomb's fireballs and the cuts he'd suffered from Reaper's scythe, but he was still more than capable of gathering the Mutant Liberation Front members together and bind them with some of the surrounding wreckage once it had been reshaped by his warp vision.

One of the homeless inhabitants of the GM plant, an old man with a thick, grey beard, walked up to Sleepwalker as the alien finished entrapping the unconscious mutants.

"Thanks for your help, son," the old man smiled up at Sleepwalker, his eyes sparkling brightly despite his disheveled appearance. "You mind taking these dicks to the police? Our kind doesn't always do that well with cops," the man further explained as he saw the slight confusion on Sleepwalker's face.

_"You may be assured that I shall accomplish the task," _Sleepwalker nodded. _"Were you capable of discerning in which direction Spectra departed?" _

"You mean that beautiful rainbow lady?" the man shook his head. "No, she just disappeared. Too bad, too-I wanted to thank her. You and her saved all our lives today," he explained.

Sleepwalker thought on that for a long time as he carried the Mutant Liberation Front to the nearest police precinct. As he expected, the members of the Front were wanted on a wide variety of charges and were quickly taken into custody.

Resuming his patrols, Sleepwalker encountered no more crime that night, and reflected on everything that had happened in his battle with Spectra and the Mutant Liberation Front. He was especially struck by the way Spectra had not killed him, even when she had him entirely at her mercy.

_For all that she has done, it would be natural to conclude that Spectra should have faced execution as the penalty for her crimes, _Sleepwalker realized. _And yet, she acted entirely in defense of the innocent tonight, and did not lash out at Fireheart Industries as was her original intention._

_ What would have occurred, had she been executed after her last incarceration, in an attempt to break the cycle of destruction that supervillains cause, and I was forced to confront the Mutant Liberation Front in a solitary defense effort? No doubt many innocents would have perished before I finally subdued all the members of the Front, if I did not fail in my endeavor altogether and they were all murdered. _

_ What, then, is the appropriate course of action when some villains are akin to Spectra, and others are akin to monsters such as Psyko? _

Sleepwalker thought on that through the rest of the night, and in Rick's mind all the next day after Rick had woken up and he'd been pulled back into his human host's mind, but he simply could not find the answer.

(_**Next Issue:**_ Rick finally gets his casts off and is able to walk upright, but in the process he discovers a new complication that may always affect his life. Meanwhile, although the Mutant Liberation Front's intial attack has failed, Senator Robert Kelly is able to use it and the rest of the supervillain crimes organized by Norman Osborn to drum up support for his Superhuman Registration Act and rejuvenate his reelection efforts. The Green Goblin gets involved as well, striking directly at the places Peter Parker depends on as a means of reestablishing himself and furthering his own and Senator Kelly's goals. There isn't that much Sleepwalker can do about this, however, as the Dreadknight puts a plan into action to force Sleepwalker to fight him in a battle that only one of them will survive! All this and more in _Sleepwalker #66: Dry Bones!_)


	75. Dry Bones

Thomas Fireheart nodded with approval as he surveyed his employees' work, satisfied that everything was in order. His annual inspection tour of his company's holdings in New York City was especially urgent this year, particularly after the mutant terrorists who called themselves the Mutant Liberation Front had tried to destroy one of his plants in the Bronx and murder many of the homeless inhabitants of the empty factory next door that Fireheart had been hoping to buy. Fireheart had employed several of the homeless people as custodial and clerical staff at his own factory, and he was relieved to see that none of them had been injured thanks to the intervention not only of the superheroic Sleepwalker, but the political radical Spectra, who had apparently turned on the Front after she realized what they were doing.

Not that anyone would have noticed Fireheart's relief, given how calm and stoic the man typically was. His deep bronze skin and thick black hair reflected his Navajo ancestry, and accented the intense look in his eyes. That same intensity was what had driven him to build Fireheart Industries into the powerful business conglomerate it was today. Fireheart had always made it a point to personally inspect the company's operations in New York, given the city's role as one of the United States' major financial and economic hubs. Once he'd reassured himself that the inhabitants of the abandoned factory next to his were alright, he'd resumed his normal tour. Today, on the last day of his tour, he'd come to visit the research facilities his company had acquired from Osborn Industries after that company had collapsed when its president Norman Osborn had been exposed as the murderous Green Goblin.

Fireheart had always hated Osborn, but he had to admit that the bastard had a flair for designing top-notch facilities. They were outfitted with the very best in equipment and resources-Osborn had clearly invested a tremendous amount of effort in building up his company, which made it seem all the more stupid to Fireheart that Osborn would have risked it all to run around in a silly costume playing supervillain.

_He had all this, and he threw it away, _Fireheart mused as he nodded to his assistant and they turned to leave. _Why would he possibly-_

Fireheart was jolted out of his musings by a loud shattering sound as the facility's main window exploded with a thundering crash. Broken glass rained down on the workers and their equipment, causing them to scream and run in panic. That panic was only heightened by the horrifying, twisted laughter that filled their ears, a laughter that could have come from the devil himself.

The creature that flew into the research facility was hardly any better. Although he was the size of a man, he resembled a demonic troll, with bright emerald-green skin that was almost scaly and lustrous in the afternoon sun. His clothing was a deep purple in color, tattered and worn to give him a wild, demonic look. The monster's golden eyes shone brightly, and his hellish laughter and devilish grin made him all the more terrifying.

He was Norman Osborn, the man who this facility used to belong to, but he rarely went by that name anymore. Nowadays, he was more commonly known as the Green Goblin, the psychopathic supervillain and murderer who was known as much for his manic fits of rage as the terror he enjoyed invoking in his targets.

_"Well, well, well!" _the Goblin said, his screeching voice made all the more disturbing by the manic edge in his voice. _"I might have known you were behind this, Fireheart-scavenging off someone else's hard work?" _

"I don't know what you want, Osborn, but-" Fireheart shouted back defiantly, as his bodyguards reached for their guns. They were all instantly knocked off their feet by the Goblin's laughter, focused by the technology in his costume into a wave of pure, deadly sound.

Fireheart's head pounded with agony as he tried to struggle to his feet, but he could barely make it as far as his knees before collapsing again. His ears still echoed with the sound of the Goblin's laughter, as the monster turned his lunatic laugh on the research facilities, but Fireheart's ears were also filled with the sounds of the explosions of the pumpkin bombs the Goblin was throwing everywhere, the buzzing of his finger blasts and the screams of the people caught in his destruction.

At that point, Fireheart hardly cared about the financial damage his company would suffer from the Goblin's rampages.

He was more concerned by the screams of the Goblins' victims.

* * *

SLEEPWALKER #66

"DRY BONES"

* * *

Ever since he'd gotten the otherworldly alien warrior known as the Sleepwalker trapped in his mind, Rick Sheridan's life had changed in ways he could never have expected. The trauma of having Sleepwalker trapped in his mind had sent him into a deep depression and caused him to very nearly push away all of his friends, he'd suffered a nervous breakdown after his parents had been murdered by the murderous supernatural killer called Psyko, his close friend Cyrus had been driven to suicide by the demonic Cobweb and he'd nearly been killed by a piece of debris that fell on him during a rampage at Empire State University by the light-casting supervillain Moonstone.

Rick had been in a coma for over two weeks, and even after he'd woken up he had been confined to a wheelchair because of a broken left arm, a broken right leg and a host of broken ribs. Now, at the hospital at the start of March, he was finally getting his casts off, although his physician Dr. Jon Carmichael had warned him that his health might be permanently affected. Now, sitting in Dr. Carmichael's office with his friends Julia Winhill, Red Ericsson, Kenny Anderson and Alyssa Conover, Rick wasn't sure what to expect. Red and Kenny had had to help him into the chair, and even though he didn't feel any pain from his knee right now, he felt distinctly uncomfortable putting too much pressure on it.

Dr. Carmichael sat at his desk with a heavy frown, Rick's X-rays on the desk in front of him. He had a careworn look on his face, the mark of a doctor who'd spent the last decade treating the victims of supervillain crime and who'd never gotten used to having to do it. The doctor seemed as though he wanted to speak, but he couldn't bring himself to do so.

"Well?" Rick asked, not wanting to beat around the bush any longer. "What's the verdict?"

Dr. Carmichael rubbed his eyes and sighed, as Rick's friends got pensive and worried looks on their faces. Rick himself, however, remained calm.

"You have what we call the 'unhappy triad', Rick," Dr. Carmichael sighed. "I-"

"Oh fuck," Red groaned, putting his head in his hand.

"I take it you play football?" Dr. Carmichael asked Red. "Then you're probably familiar with this type of injury."

"Oh yeah," Red said, anger rising in his voice, "but we just call it a blown knee."

"…What do you mean?" Rick asked calmly.

"A person's knees have several important ligaments in them," Dr. Carmichael explained. "Any one of them can be damaged, and hinder the person's ability to walk. When three of these ligaments are damaged, it's called the 'unhappy triad'. It's one of the worst types of knee injuries there is."

"It happens to a lot of football players," Red explained. "Guys like Daunte Culpepper and Adrian Peterson have gotten burned by it."

"So, can you fix it?" Alyssa asked, worry creeping into her voice, as Rick reached out and patted her hand comfortingly in response.

Dr. Carmichael rubbed his eyes again, sighing deeply.

"Come on, Doctor," Rick said, his voice remaining steady and calm. "You can tell us."

"I'm afraid not," Dr. Carmichael shook his head. "We already did the best we could when we treated you for your initial injuries. I was hoping we could do some more work on them at a later date when you got your casts off, but after I reviewed your X-rays I know it wouldn't help. This was a really bad injury-your leg was broken in three places."

Rick's friends all paled, but Rick himself continued to remain calm, if a little pensive.

"So will I be able to walk again?" he asked.

"Yes, so long as you use a cane," Dr. Carmichael nodded. "But you're going to need it for the rest of your life. Your leg's never going to be able to fully support you again."

Rick just nodded, closing his eyes and taking a deep breath. He'd been expecting this for a while, and now he knew for sure.

"…Alright," he finally nodded. "Thanks for everything, Doctor."

"I'm sorry, Rick, I really am," Dr. Carmichael said sadly, a bitter frown on his face.

"Don't worry about it," Rick assured him, as he took the cane and slowly stood up. "You did everything you could. It's alright, really," he tried to reassure Dr. Carmichael, although neither the doctor nor his friends seemed particularly convinced.

"What about my bills?" Rick asked.

"Your health insurance took care of a lot of it," Dr. Carmichael said slowly. "The rest of it was taken care of by charitable donations from those funds that help the victims of supervillain crime. You don't owe us any more money," the doctor concluded, as he picked up Rick's X-rays and put them back in his file.

"Looks like I got my money's worth," Rick smiled slightly. "Thanks to you, I can actually walk again!"

"…Yeah," Dr. Carmichael noted. "If you'll excuse me, I have to go prepare for my rounds," he finished brusquely, as he picked up a clipboard and abruptly left his office.

"You need any help?" Kenny asked Rick, as Rick turned to follow Dr. Carmichael out.

"Nope," Rick said determinedly as he limped through the door and turned down the hallway. "If I'm going to walk like this for the rest of my life, I might as well start now, you know?"

Rick's friends only looked at one another uncertainly as they moved to follow him.

* * *

"You're sure taking this well," Red told Rick as they ate dinner later that evening. Rick had been surprisingly calm all the way home, refusing any help as he limped along, supported by his cane. Despite it all, Rick had seemed perfectly at ease, telling them about Sleepwalker's latest exploits and calling the _Daily Bugle _to let them know that he would finally be coming back to work.

"Well, there's not too much I can do about it," Rick shrugged. "You heard Dr. Carmichael-there's no way to fix my knee, so I might as well make the best of it."

"Damn it Rick, you're going to need that cane for the rest of your life!" Alyssa suddenly snapped, her face marked with strain. "How can you just pretend that nothing's wrong?"

"I'm not pretending nothing's wrong, Aly," Rick replied, an edge coming into his voice.

"Well, you seem pretty calm about this," Kenny pointed out with a half-frown.

"Compared to some of the other crap we've been through, I think I got off easy this time," Rick explained, as he straightened himself in his chair. "After losing Mom, Dad and Cyrus, needing a cane to walk doesn't seem so bad."

"Yeah…" Alyssa trailed off, still not entirely convinced. "But you'll never be able to walk again without it! That doesn't bother you?"

"Of course it bothers me," Rick said, frowning as he cut the ham on his plate. "But like I said, what good is complaining about it going to do? I got used to having Sleepwalker in my mind, I'll get used to this."

"Yeah, it's just…" Alyssa shook her head, not sure what to say. "I just hate seeing this happen to you, Rick! Why is it always you? Or Julia? Or Red?"

"Why is it always us?" she wondered, as Julia, Kenny and Red looked at one another uncomfortably. "What did we ever do to deserve all this bullshit?"

"Come on, Aly," Rick frowned in disappointment. "I thought you'd gotten used to Sleepwalker-"

"I'm not blaming Sleepwalker for this," Alyssa shook her head. "He's suffering just as much as we are. Why did he have to get trapped in your mind? Why did you have to be the one he became trapped in?"

"Remember what you told me, Aly?" Rick asked. "About how I never took the time for myself, I never let myself grieve over what happened to Cyrus, because of everything I was doing?"

"Yeah, what about it?" Alyssa blinked.

"That helped me accept what happened to Cyrus, but it also helped me realize something else," Rick continued.

"What's that?" Julia asked curiously.

"What happened to me, what's happened to all of us…people in this city go through it every day. How many other people were maimed, or even killed, by Moonstone that day? How many other people have lost loved ones to supervillains, or invading aliens, or God knows what else? It hurts when it happens, it really does, but we're not alone in this. I mean, how do we know that Spider-Man, or Darkhawk, or whoever else hasn't had to deal with these same problems? What have they seen? What have they gone through? I mean, I don't know, but I wouldn't be surprised if they've had the same problems we have."

Rick's friends sat in silence for a while, not sure what to make of that.

"That's why I'm not as upset about what happened to my leg as I would have been," Rick explained. "It sucks, but I'll get over it. Crying over what happened isn't going to fix my knee. Besides, I have you guys to back me up in case I ever run into problems!" he grinned.

The atmosphere around the table seemed to brighten at that.

* * *

Within Rick's mind, Sleepwalker looked around at the complex mix of emotions his human host was feeling. Despite Rick's words, there was a simmering anger and frustration at what had happened to him, one that was infused with memories of Cyrus, Rick's parents and what Rick had initially felt after learning about Sleepwalker's presence in his mind.

That emotion faded in and out, as Rick recalled all the other patients he'd seen in the hospital, many of them victims of supervillain rampages. The last farewell Rick had shared with Cyrus-was it just a dream, or had Cyrus's spirit really visited Rick that night?-reflected in his mind as well.

As the meal ended and Rick stood up, leaning on his new cane as he forced himself to his feet and insisted on carrying his dishes into the kitchen, another emotion came into Rick's mind, all but overwhelming the other ones.

It was pure determination, a simple blunt refusal to give in despite the pain that he still felt in his leg. A part of Rick wanted to sit down and let the others do the dishes, but he forced it back, making himself put one foot in front of the other as he kept going.

* * *

The Ravencroft Institute for the Criminally Insane was widely known for the frighteningly dangerous people it kept housed within its walls, people who were responsible for death, misery and horror. In theory, the Institute was intended as a psychiatric facility, where criminals who were judged too insane to stand trial could receive treatment, but in practice every single one of Ravencroft's inmates had proven to be an untreatable lost cause. Now, more than ever, it was a fortress rather than a hospital. There were armored Guardsmen at every door, patients were made to eat their meals in shifts supervised by armed guards, and many patients were never even allowed out of their rooms, only being allowed to groom and relieve themselves under strict personal guard.

The prisoners' rights movement was outraged by these changes, but that movement had been all but discredited by the fact that few if any supervillains ever seemed to be rehabilitated, to say nothing of the constant escapes that the villains constantly managed. The prison breaks at Ravencroft had been particularly outrageous, given that one of the Institute's own psychiatrists, Dr. Karla Sofen, had been helping villains like the Chain Gang and the Brothers Grimm to escape. When she had been exposed as the supervillain Moonstone and her role in the escapes revealed, the federal government had had the Justice Department take over the facility completely, and had begun phasing out the psychiatric care element of the Institute.

In the cases of some of the patients, such as the gamma-spawned Abomination, the cannibalistic Sabertooth, the chimerically-fused Brothers Grimm and the raving Deadpool, it wasn't hard to see why they were locked up within the walls of the Institute. In some cases, however, it was harder to tell why the person was locked in the asylum.

One such patient was Nelson Gruber, alias the Bookworm. Certainly his appearance was unnerving, as his skin was the dead white of a fish's underbelly, patches of jet-black hair sprouted at random from his otherwise bald skull, he was so skeletally thin that his skin seemed tightly wrapped over his bones, he walked in a jittery puppet-like manner, and his eyes were sunk back into his skull, glowing with a hellish inner fire. Despite his ghoulish appearance, he did not seem as though he was capable of harming anyone, given how puny and weak he was.

Appearances could be deceiving, of course. Driven insane by the bullying he'd suffered in high school, Gruber had studied magic that allowed him to bring to life anything he read, creating magical duplicates of the people or creatures he read that were entirely under his control. With those creatures, the only friends he'd ever known, the Bookworm had sought revenge on his tormentors.

The intervention of the mysterious hooded warrior who called himself Sleepwalker ruined these plans, however, and soon the Bookworm became just as obsessed with killing Sleepwalker. His own creations had failed to destroy the hero, so the Bookworm resorted to his ace in the hole, a page taken from a book of demonic magic called the Darkhold. By combining the spell on the page with his own inherent mystical talents, the Bookworm had revived a murderous killer from the ancient past to take revenge for him.

In life, Bram Velsing had been known as a murderous psychopath who ravaged his fellow citizens of Latveria as much as he did the people of surrounding countries. After his death, he'd been cast into hell for over seven centuries, where he'd languished until he was forcibly dragged back to Earth by the Bookworm's devilish magic.

They called him the Dreadknight, and with very good reason.

* * *

The last thing Pike remembered was falling asleep, the memories of the night's news still playing in his head. While his life as one of New York's homeless population wasn't exactly glamorous, Pike had made it comfortable by building his own lean-to in a long-abandoned industrial property, installing electricity and running water and filling it with old appliances he'd gotten at second-hand shops. While he occasionally worked as a handyman, Pike had a hard time making ends meet and had only found a place to live by squatting.

When he was forcibly awakened, Pike's eyes opened to a sight that made him think he was still asleep and having a nightmare. Looming over him was a horrifying skeletal creature, its body formed out of mismatched human bones taken from a variety of corpses. The monster wore a tattered, moldy cloak of rotting material and a suit of armor made from broken junk metal, twisted into armor by the creature's unearthly strength. In its hand was a long, barbed lance made of the same material.

"What…what're you…" Pike stammered, half out of his mind with fear.

_"Is that fear I see in your eyes?" _the Dreadknight rasped, amused at the terror he invoked in the living man. _"Is it fear at what I am, or is it fear of what I can do to you? Either way…" _he trailed off, before bursting into a quiet, sinister laugh.

"…What….what do…what do you want with me?" Pike somehow managed to croak.

_"I could kill you right now," _the Dreadknight mused, holding his lance with an easy three-fingered grip, seeming to ignore Pike's question, _"but that wouldn't serve my purpose, now would it? No, you are of more use to me alive…for the nonce, at least." _

_ "Get up," _he said harshly, gesturing with his lance as Pike hastily scrambled to his feet. _"Mount the horse," _he ordered, as the Dreadknight's mount stepped into the room to join them. It was almost as horrifying as the Dreadknight himself, made of a combination of human and equine bones, and with giant batlike wings protruding from its back…or rather what would have been wings if there had been any flesh on the bones.

"Wh...where are you taking me?" Pike asked, as the Dreadknight climbed on the horse and the undead creature rose into the air, taking him with them.

_"You will see soon enough," _the Dreadknight pointed out. _"I should point out to you that you are no more than bait to me, bait with which I may entrap a certain enemy. Otherwise you are quite expendable, and there are thousands of people with which I might replace you. And it is a long way down!" _he finished with a cruel laugh.

Before he could stop himself, Pike looked down at the ground and swallowed hard. He grabbed onto the Dreadknight twice as hard, his heart pounding and his breathing shallow as he tried to keep his fear under control. His head spun with vertigo, as he wondered what was going to happen to him.

Riding ahead of Pike on his undead mount, the Dreadknight was perfectly at ease in the cold and the darkness.

He felt the fear coming off of Pike, as it had come off of the other still-living people he'd kidnapped, and he reveled in it.

* * *

Peter Parker yawned as he made his way across Empire State University's campus the next day. He'd spent all of yesterday and last night holed up at home, studying for his upcoming midterms, and this morning he'd had to get up far earlier than he would have liked for his morning lab session. In between working at the _Daily Bugle, _keeping up with his studies and fighting crime as the Amazing Spider-Man, Peter was feeling the grind, but he could at least take some comfort in the fact that he had everything well-balanced. In just a few months, he would be graduating from college, and-

Peter froze suddenly as he saw the massive hole blown in the side of the wall of what was supposed to be Empire State University's Chemistry Building. Through the hole, Peter could see the wreckage of what used to be the building's main chemistry lab, where he was supposed to be taking his morning class. A crowd of students, professors, police officers and firefighters were gathered in front of the building, shouting and arguing with one another. Peter walked over to join them, completely baffled as to what was going on.

"What happened here?" Peter asked Roger Hochberg, one of his classmates who stood at the edge of the crowd.

"Some crazy supervillain blew up our main laboratory!" Roger groaned, raising his glasses with one hand and rubbing his eyes with another. "He started a chemical fire that could have burned down the whole building!"

"Was anyone hurt?" Peter asked in alarm and horror.

"No, thank God," Roger shook his head.

"Who did this?" Peter asked, relief turning to anger.

"That loony-tune who calls himself the Green Goblin," Roger sighed. "He just showed up out of nowhere at, like, six in the morning, and then just started throwing pumpkin bombs into the main lab. He just seemed to be doing it for shits and giggles-I mean, he didn't even try to steal anything!"

Peter did well to keep calm, although inwardly he was boiling with anger over the fact that his worst enemy, Norman Osborn, had apparently returned. As Spider-Man, Peter had originally crossed paths with Osborn when the latter, in his guise as the Green Goblin, sought to murder Spider-Man as a way of making his reputation in the New York crime world and gain support for his efforts to take control of the city's mobs. Over the next few years, Spider-Man had thwarted many of the Goblin's plans to improve his standing in the crime world, eventually undermining the Goblin's crime syndicate to the point that the New York Police Department was able to dismantle it.

Driven mad with a desire for revenge, the Goblin had sought to murder Gwen Stacy, the daughter of Captain George Stacy, the policeman who'd overseen the destruction of the Goblin's empire. Gwen also happened to be Peter's girlfriend, and after he'd saved her as Spider-Man he'd tracked down the Goblin to try and bring him to justice. They'd learned each other's secret identities in the ensuing battle, and although Spider-Man had managed to keep his identity secret from the New York Police and the news media that followed him to the Goblin's lair, the Goblin's own secret identity had been exposed.

"He blew up our lab? Just like that?" Peter asked Roger incredulously.

"It's fucked up, isn't it?" Roger shrugged. "I wonder why he did it-he hit Fireheart Industries earlier this week, too."

The Goblin's actions didn't make much sense to Roger, but to Peter their intent was all too clear. He'd been lucky enough to meet Thomas Fireheart last summer when he worked as an intern for Fireheart Industries. Fireheart had been impressed with Peter's scientific skills and the quality of the work he was doing, and had made a point of meeting Peter personally. That meeting had only increased Fireheart's opinion of Peter, to the point where he'd all but told Peter that there would be a job waiting for him at Fireheart Industries after he graduated. In his sophomore year, Peter had also met Norman Osborn after being introduced by one of his professors. Osborn had also been impressed with Peter's scientific acumen, and had also alluded to having a job ready for him at Osborn Industries after graduation, if he wanted it.

Of course, working at Osborn Industries was now impossible, and so Peter had made up his mind to accept Fireheart's offer of a permanent job. Osborn clearly realized that, and now he was targeting places that impacted Peter personally-with the main ESU lab destroyed, Peter's education would be thrown off the rails, and the chaos at Fireheart Industries meant that recruiting new graduates would become a low priority for Fireheart.

Osborn was the only one of Peter's enemies who knew he was Spider-Man, and Peter realized the son of a bitch was clearly taking full advantage of it. Peter wondered briefly why the Goblin hadn't simply revealed his secret identity to the world at large, but realized that would simply make all of the supervillains and other criminals Spider-Man try to kill him. Why would Osborn do that when he could have all the fun of ruining Peter's life for himself, and make it that much more personal?

It took every bit of effort Peter could manifest to keep himself under control, realizing that the Goblin could be attacking his girlfriend Gwen, the _Daily Bugle, _or even the Parker family home next.

_Of course, if Osborn wants to play, all he has to do is ask, _Peter thought, his seething anger turning to an icy calm.

* * *

_**That night…**_

Sleepwalker flew through the air as he began his nightly patrols, his mind occupied with what he'd observed in Rick's mind over the last several days. The alien was startled by how calm Rick was generally feeling, despite the anger that still simmered within him. That anger, however, was far weaker than the anger Rick had felt after the deaths of Cyrus and his parents, and after Sleepwalker had initially become trapped in his mind.

_Rick's reaction to what is a permanently disabling injury is entirely unlike what I would have anticipated, _Sleepwalker realized. _Perhaps-_

The alien broke off that train of thought, as his senses were bombarded with an overwhelming feeling of magical energy. Looking down over the city, Sleepwalker tried to focus on where the energy was coming from, and quickly picked up on it. He began following the trail, wondering what could possibly be emanating such a burst of power. It was all the stranger, particularly since the energy seemed to come almost out of nowhere. Normally such a burst of power would have needed time to build to such a point…

…and then the energy flickered out of existence.

Confused, Sleepwalker stopped short, but then the energy source blazed to life again, glowing like a beacon to Sleepwalker's otherworldly senses.

By now thoroughly confused, Sleepwalker resumed following the trail to its source, realizing that, whatever it was, the energy source was probably summoning him.

His fists clenched, remembering that his branch of the Sleepwalker race was truly only skilled at following arcane and mental energies, rather than the many energies of the human world. Whatever the source of this energy was, chances were it hailed from another dimension, or was magical in nature.

Sleepwalker had learned through bitter experience that such energy sources were almost never a good thing.

* * *

The energy source flickered out again as Sleepwalker came down into what looked like a half-finished arena. The building had been damaged in another super-powered battle, and had been undergoing repairs until a burst of heavy snow had forced the construction to stop. That didn't mean the arena wasn't being used, of course-in the stands, Sleepwalker saw a group of humans gagged and chained to the seats, crying and shouting behind their gags as they tried unsuccessfully to free themselves. As they caught a glimpse of Sleepwalker, they resumed their struggles, calling to him for help.

Sleepwalker moved to help them, but then the energy source came back to life. Whirling around in alarm, Sleepwalker heard the ghoulish and all too familiar laughter, as well as the clattering hooves of the Dreadknight, who emerged into the arena from a large set of double doors off to the side. The alien's eyes flickered angrily as he considered the undead monstrosity, realizing that the Dreadknight had been deliberately broadcasting his energies to lure Sleepwalker here with the intent of picking up from their previous battle.

_"Am I to presume that your living captives are my incentive to confront you in battle?" _Sleepwalker asked acidly.

_"Your statement is correct, if incomplete," _the Dreadknight seemed to smile mockingly, for all that there was no flesh on the skull that provided his face. _"I should think that two worthy champions deserve an audience when they battle to the death. That was the way it always was in Lativeria-and what a grand time it was!" _he laughed uproariously.

Sleepwalker did not move, although his eyes were glowing more brightly than ever.

_"I suppose I should further add," _the Dreadknight continued, raising his lance so that it pointed at Sleepwalker, _"that the winner of our combat is free to do with the hostages what he will. If, by some strange quirk of fate, you somehow manage to kill me, they will go free. If, on the other hand, I emerge triumphant, you can be sure they will die," _he grinned, as he looked up at the hostages. Faster than Sleepwalker could react, the Dreadknight pointed his lance up at the hostages and fired a blast of dark energy from his lance. The energy bolt struck the row of seats just below the one the hostages were tied up in, causing them to scream and struggle even further, for all that they were unhurt.

Shouting in anger, Sleepwalker released his warp vision at the Dreadknight, raising the floor so that it could entangle the Dreadknight's undead mount, but the undead horrors simply raised up and flew into the air before they could be entangled. Dodging Sleepwalker's warp beams as the alien tried to strike him directly with them, the Dreadknight fired back with a bolt of dark energy that struck Sleepwalker head-on, causing him to fly back and crash into the first row of arena seats.

Sleepwalker's entire body tingled with pain as he struggled to his feet. Before he could stand upright, however, he was forced to duck and roll out of the way of the Dreadknight's charge. The alien narrowly avoided being impaled by the Dreadknight's twisted, barbed lance, but all of a sudden he fell off balance as he slipped on the floor. Briefly looking down, Sleepwalker saw that the entire floor had been greased, making it difficult to keep his footing.

Taking to the air, Sleepwalker tried to avoid the Dreadknight's next pass, but failed. The Dreadknight's lance tore a wicked gash in Sleepwalker's side and his upper thigh, causing the alien to stagger in pain as the Dreadknight spun on a dime and caught him square in the shoulder with the deadly lance. Raising the lance and the speared Sleepwalker with it, the Dreadknight spun around, sending Sleepwalker to crash into another row of seats.

This time, the alien struggled to free himself from the wad of thick, sticky netting that he'd been flung into. Sleepwalker cursed his luck, realizing that the Dreadknight had taken the time to choose and prepare this battlefield. The floors were greased, and netting had been strategically placed to entangle Sleepwalker and slow him down. The Dreadknight himself could fly through the air, where there was almost nothing for Sleepwalker to affect with his warp beams, and force Sleepwalker into the traps he'd rigged all around the arena.

Still, two could play at that game. Sleepwalker suffered another energy blast from the Dreadknight as he tore himself free, but as he climbed into the air he took the netting with him. Focusing his warp beams directly on the Dreadknight, Sleepwalker tossed the netting into it as well. The alien's warp vision didn't have much effect on the Dreadknight or his undead mount, but they did hold him in place long enough for the netting to be reshaped by Sleepwalker's warp beams and entangle the undead monsters.

Now rocking off balance as he sought to free himself, the Dreadknight couldn't avoid Sleepwalker charging into him and bringing him back to ground level, before focusing on the ground to try and encase him in concrete the way Sleepwalker had defeated him before.

The Dreadknight laughed hysterically as his undead mount lashed out with its front hooves, catching Sleepwalker in the face and disrupting his concentration. Finally tearing himself free of the netting, the Dreadknight viciously slashed Sleepwalker across the chest as the alien broke away, trying to regroup. He then blew Sleepwalker back with a powerful burst of energy, causing the alien to crash through several rows of seats and then roll across a floor covered with sharpened blades that cut him all over.

"_Did you honestly think that trick would work on me a second time?" _the Dreadknight mocked the now badly bruised and bleeding Sleepwalker as he staggered to his feet, before firing another energy blast at him. Releasing his warp beams, Sleepwalker just barely managed to deflect the blast, before shifting his focus on the wrecked seats and blades between them. Gathering them up in a huge wave, Sleepwalker sent them crashing down on the Dreadknight, forcing him back and into the air to avoid being buried under the debris.

"_Was that supposed to hurt me?" _the Dreadknight scoffed, firing another energy blast that Sleepwalker barely avoided. _"You can succumb to fatigue, I cannot! You can perish, I will not! Nothing can stop me, you pathetic worm! Do you recall how I stated that I would follow you forever, until you are dead by my hand? That time is nigh, Sleepwalker!" _

The Dreadknight eagerly followed the fleeing Sleepwalker, who was making for one of the doors to the arena. As the alien entered the doorway, he triggered a chest-high tripwire that caused a bevy of sharpened spikes to shoot out of either side of the passage, seemingly ready to impale him. His eyes glowing brightly, Sleepwalker focused his warp vision on the spikes and twisted them around him, smashing into the Dreadknight and punching through his bones and those of his undead mount.

Hindered but unhurt, the Dreadknight tried to free himself, but then Sleepwalker expanded his warp beams to the entire passageway, bringing it down to completely encase the Dreadknight. The undead warrior tried to escape, but the spikes held him firmly in place and he could not move. He tried to blast his way out, but Sleepwalker kept up the pressure, tearing the Dreadknight's lance free and leaving him completely unable to move.

The Dreadknight was now completely trapped in a solid cube, but that wasn't enough for Sleepwalker. Picking the block up with his incredible superhuman strength, Sleepwalker flew into the air, warping a hole in the arena ceiling and flying out into the night with it.

Trapped within the cube, the Dreadknight felt it moving, but he was completely unable to move. The debris had totally entrapped him, going in and around his bones until he was trapped like a fossil. He struggled mightily, but was utterly powerless to escape from his prison.

All he could do was scream in rage.

* * *

Still carrying the cube within which the Dreadknight was imprisoned, Sleepwalker was over five miles out to sea before he stopped. Lowering himself to sea level, the alien focused his warp beams on the ocean waters, parting them all the way down to the ocean floor. Lowering himself down to the ground, Sleepwalker then used his warp vision to dig a tunnel into the ocean floor itself, penetrating almost a mile deep before he dropped the cube into it. Finally, Sleepwalker resealed the tunnel and then released his warp beams, causing the water to come plunging down on top of him.

Holding his breath, the alien warrior swam through the cold and murky waters back to the surface, where he resumed his flight and returned to New York City. Sleepwalker realized that the Dreadknight had probably been able to escape from prison with the help of the same outside agent that had orchestrated the latest prison break at Riker's Island, and he didn't intend to let the same thing happen twice.

Out in the middle of the ocean, the night was cold, bleak and dark, matching Sleepwalker's mood perfectly. He realized that he'd just trapped the Dreadknight to be permanently imprisoned beneath the ocean, all alone and unable to escape, until whenever Sleepwalker died.

That would be a long time coming, if Sleepwalker had anything to say about it.

As he returned to the arena and freed the Dreadknight's hostages, while also removing all the booby traps the Dreadknight had planted so the humans could leave safely, Sleepwalker realized that he'd inflicted the same grim fate on the Dreadknight that he had on Cobweb.

That realization didn't bother the alien in the least, nor did the realization that he would do it all over again if he had to.

* * *

From within his cell at Ravencroft Asylum, the Bookworm heard the agonized screams of the Dreadknight through his mental connection with the undead monster, and realized his champion had failed. That realization filled the Bookworm with anger, realizing that, yet again, the Sleepwalker had ruined his plans.

"Is there no justice in this world?" the Bookworm screamed in anger. "Am I fated to remain even more a modern Prometheus than Doctor Frankenstein, for my efforts to avenge my suffering and establish my rights? That devil, that hooded devil, always remains to stymie my efforts! Has the devil come to life, born in the form of a red-eyed monster? Has the world succumbed at last to the madness of Hastur and the King In Yellow?" he finished, his voice rising to a high shriek.

It was then that he heard the shouts and crashes coming from outside his cell and sensed the disturbance. Although the Bookworm was kept blindfolded to keep him from reading anything and bringing it to life with his power, he sensed the energy manifesting in his cell. The new visitor that appeared was a man of pure white skin, covered in black spots, spots that he could manipulate and turn into dimensional portals.

The Spot, as he was colloquially known, had been hired by Norman Osborn to orchestrate the mass jailbreak at Riker's Island, and had subsequently been instructed to free as many of the inmates of Ravencroft as he could. Osborn had equipped him with a device that would allow him to alter the destinations of his portals to anywhere the people entering them wanted to go. So far the Spot had released three other inmates, and now he had come for the Bookworm as the asylum's security guards tried to stop him.

The Spot was knocked unconscious by a Guardsman's repulsor blast just as he'd focused a portal on the Bookworm, but before the Guardsmen could catch him the Bookworm had disappeared through the gate.

He reappeared in the abandoned country house he had occupied almost a year ago, the last time he'd escaped from Ravencroft as part of the mass jailbreak led by the nightmarish Psyko. Having been found and nursed back to health by the masked woman who called herself Tarot, she and the Bookworm had allied to take vengeance on the people who'd wronged them until Tarot had a change of heart and helped Spider-Woman defeat him. Now, with Tarot in prison, the Bookworm had the house to himself, and it was the place he would have wanted to go if he was ever freed.

He was still wearing his blindfold and his power-dampening restraints, although he wasn't very concerned about that. The Bookworm's powers were magical in nature, and were not affected at all by the power-dampening restraints invented by Reed Richards. Another aspect of his powers was that he did need to read with his eyes to bring something to life, as reading it with his fingers could be just as effective.

Tracing **REED RICHARDS **in the dirt with his fingers, it didn't take the Bookworm long to conjure up a magical duplicate of the famous super-powered Mr. Fantastic. The duplicate, possessing all of Reed Richards' knowledge and powers, quickly freed the Bookworm from his mechanical blindfold and restraints, before fading away as the Bookworm dismissed him once more.

Ordinarily, the Bookworm might have had good use for Reed Richards' skills, but not this time. Walking up into an upstairs library, he glanced through the books until he found what he was looking for.

A collection of the works of H.P. Lovecraft.

(_**Next Issue:**_ The Bookworm possesses the ability to bring to life anything he reads, chanelled through his dark magic. When he reads the works of H.P. Lovecraft, can even Sleepwalker possibly hope to stand against the horrors that he brings to life, horrors that threaten the very existence of humanity itself? All this and more in the _Sleepwalker Halloween Special #4: The Calling Of Cthulhu!_)


	76. The Calling Of Cthulhu

Living in the early 20th century Howard Phillips Lovecraft had not been known for his sunny, optimistic view of the world. Rather, he believed that the universe was a grim, uncaring place, fundamentally incomprehensible and horrifying to humanity. His works were known for their depictions of humans who suffered madness and death at the hands of forces beyond their comprehension, dying at the hands of a universe populated by terrifying, inhuman forces beyond anything they could hope to understand, much less resist.

Hence the appeal of Lovecraft's works to Nelson Gruber, who had long ago abandoned that name, now only referring to himself by his supervillain name of the Bookworm. As an awkward, introverted high school student, Gruber had suffered brutal, horrifying abuse at the hands of his fellow students, who were shielded by their parents and school officials from punishment. Consumed with hatred of the people who had so tortured him, Gruber withdrew into the comforting world of his books, populated by the characters of fiction and imagination he considered to be his only true friends. He also began to study books of non-fiction, books that taught him the power of magic, magic that allowed him to bring the creatures of fiction that he read about to life.

Now calling himself the Bookworm, Nelson Gruber took to dressing in elaborate Victorian gentleman's attire, resembling something out of a Lewis Carroll fantasy, complete with white silk gloves, a black top hat and tails. The Bookworm's studying of magic, combined with the sheer hatred in his soul, had drastically altered his physical appearance. His skin was the dead white of a fish's underbelly, what was left of his hair sprouted in thin, ink-black patches on his otherwise bald head, his eyes were two hellishly glowing black orbs sunk back into his skull, his skin was stretched tightly over the elongated bones of his skeletal frame, and he walked like a puppet, with jittery, shambling movements.

The Bookworm had tried to use his newfound powers to take revenge on the people who'd tormented him, but his initial attempts had been thwarted by the superheroes Sleepwalker and Spider-Man. He'd then tried to create an underground kingdom populated by his magical creations, abducting a number of other people to join him, but once again Sleepwalker had ruined his plans. The Bookworm tried once again to take revenge on his tormentors, allying himself with the lost soul who called herself Tarot, but this time it was the superhero Spider-Woman who ruined his plans, assisted by Tarot's betraying him and helping Spider-Woman rescue his prisoners.

Frustrated by his constant failures, the Bookworm used a page from the Darkhold, a book of demonic magic created by the monstrous Chthon, to revive the murderous Dreadknight as an undead monster to kill Sleepwalker, but Sleepwalker had eventually triumphed over the Dreadknight and left him permanently imprisoned.

With this latest defeat, the Bookworm had become convinced that simply destroying Sleepwalker and his former tormentors was not enough. He'd previously contemplated reading the works of H.P. Lovecraft and unleashing the horrors they contained, but he'd realized the potentially drastic consequences of his actions.

Now, though, the Bookworm no longer cared.

Let the entire world fall at his feet, let Lovecraft's visions come true.

* * *

SLEEPWALKER HALLOWEEN SPECIAL #4

"THE CALLING OF CTHULHU"

* * *

"It's good to have you back," Joy Mercado told Rick Sheridan as he sat down at his desk at the _Daily Bugle_. "It's been a madhouse around here."

"More than usual?" Rick quipped as he sat down and booted up his computer, propping his cane against his desk. Rick hadn't been at work in almost a month, ever since he'd been critically injured at Empire State University during a rampage by the supervillain Moonstone. He'd spent two weeks in a coma, and had still been in casts for a while after that. Now, he was returning to his job as a copy boy at the _Bugle, _and the first person to greet him was Joy Mercado, the _Bugle'_s lead crime reporter and Rick's most frequent coworker.

"Actually, yes," Joy replied, before telling Rick about some of the major stories the _Bugle _had been covering, ranging from the Green Goblin's rampage against many of the places he used to frequent to Senator Robert Kelly attempting to revive his failing political career by calling for a Superhuman Registration Act that went beyond even what the now discredited Mutant Registration Act had proposed.

"As you might expect, Jameson's obsessed with trying to stop Kelly," Mercado eventually concluded. "He's been saying it's as important as the Civil Rights movement back in the '60s," she explained.

Rick only nodded, having seen Jameson's volcanic temper and the sheer determination he'd displayed in fighting for everything from mutant rights to small government to exposing political corruption. Jameson had bankrolled the original constitutional challenge that had gone all the way to the Supreme Court and ended with the famous _Jameson v. Kelly _decision that declared the Mutant Registration Act unconstitutional. With his political capital severely damaged by that debacle, Robert Kelly was desperate for an angle to get himself reelected, given that the Democrats and the Republicans were both gunning for his seat. Clearly, with the series of high-profile supervillain crime sprees that had occurred in New York over the last couple of years, and the widespread public anger over it, Kelly had found something he could exploit.

"Damn," Rick shook his head sadly. Disgust and fear rose up equally within him, the disgust stemming from what Senator Kelly was doing, and the fear coming from what any Superhuman Registration Act might do to Sleepwalker. "Why are mutants being blamed for this? A lot of these supervillains aren't even mutants to begin with!" he pointed out, recalling everything he'd learned about supervillains not only from Sleepwalker telling Rick about his supervillain enemies, but also from working at the _Daily Bugle. _

"You know that, and I know that, but a lot of people can't tell the difference," Joy shrugged sadly. "They just see someone with superpowers and think that person's a mutant."

Rick thought on that for a moment, before another question came to mind.

"But isn't the _Bugle _opposed to superheroes?" Rick asked in confusion. "I mean, Jameson's always ripping on heroes like Spider-Man. So why does Jameson think this a bad thing?"

"You don't know that?" Joy asked in surprise.

"I do, I just need to refresh my memory," Rick explained. "I've been out of it for a while," he shrugged, briefly pointing to his cane.

"Well, in a nutshell Jameson doesn't like superheroes and thinks they should be registered. He only thinks that registration should apply if you're a superhero, though-if you've got superpowers and you just use them for doing things in everyday life, Jameson doesn't really care."

"Oh yeah," Rick nodded, thinking of people like Kurt Wagner, the blue-skinned mutant who routinely used his teleportation powers to get around the _Bugle _offices quickly and effectively.

"Anyway, you mind getting started on these articles?" Joy asked him, as she placed a large pile of copy on his desk. "It's part of a series of articles on the presidential election and the statements the candidates have been making about mutant crime in New York."

"No problem," Rick assured her, as he sat down to work.

Outwardly, he was calm, but inwardly he felt suddenly edgy, as though there was something distinctly wrong.

Baffled, Rick tried to think of what it was. He couldn't imagine what it could be-looking around, everything seemed perfectly normal.

And yet, why did he feel so anxious?

* * *

Within Rick's mind, Sleepwalker felt the same strange sensation. The alien felt _something, _some apparent outside force, pushing down on Rick's mind. It was unlike anything Sleepwalker had ever experienced, either on Earth or in the Mindscape, and he wasn't sure how to describe it. It felt so inexplicably **wrong, **something that shouldn't exist and shouldn't be there, but it existed all the same. It made Rick jumpy and anxious, constantly feeling that there was **something **he needed to be afraid of, for all that there was an outward appearance of calm.

Then, the pressure became more intense, seeming to force something into Rick's mind. Anxiety slowly began to give way to panic, a rising sense of alarm that something was coming, something Rick knew he needed to be afraid of. Sleepwalker felt that same sense of rising anxiety as well, and looking out at the other people in the _Bugle _office through Rick's eyes, he realized that other people were feeling it as well.

Now, it was as if Rick's mind was being forced open, his consciousness preparing to be forcibly yanked out and imbued with something beyond anything humans could possibly hope to understand. He felt as though he was dying, before being born again into something that was both what he was before and something entirely new all at the same time. Words were being burned onto Rick's mind, words that even Sleepwalker, with all his experience of the otherworldly beings of the Mindscape, could not hope to decipher.

All of Sleepwalker's senses were screaming at him that something was appallingly wrong here, but even with all his training and experience Sleepwalker couldn't figure out what it was. In his battles against the forces of evil in the Mindscape, Sleepwalker had seen what the likes of Cobweb, D'Spayre, Nightmare and other depraved creatures could do to the minds of their victims, but this was an entirely new experience.

The sensation reached its final climax, as Rick involuntarily began to scream and chant a series of bizarre words in no language Sleepwalker recognized. The words were all wrong to Sleepwalker, who realized that they were completely unlike anything he had ever seen in his centuries of existence.

The alien didn't have much time to think of it, however, as he found himself torn right out of Rick's mind and forcibly manifested in the real world. Rick's mind had joined the chant now, and there was no place in it for foreign outsiders like a denizen of the Mindscape.

* * *

Sleepwalker reeled as he manifested in the human world, thrown hopelessly off balance by his forcible ejection from Rick's mind. That same horrific chanting echoed in Sleepwalker's ears, and looking around he now realized that Rick was not the only one chanting it. Everyone in the _Daily Bugle _offices was chanting that same obscene chant in unison, a cacophony they all shared in and that they could not hope to resist. The Sleepwalker, the outsider, was removed from it all, forced out of something he was not meant to have any part of.

"Ph'nglui mglw'nafh C'thulhu R'lyeh wgah'nagl fhtagn," Rick and the other humans chanted over and over. The words sent a chill down Sleepwalker's spine, not so much because of their sound as what they symbolized, something over and above anything he could hope to know, much less resist.

Now, the sensation seemed to permate the very air itself, imbuing it with that same fundamental sense of wrongness Sleepwalker had originally detected in Rick's mind. Looking around, Sleepwalker could tell that it was not confined just to the _Bugle _offices. Opening a hole in the office window with his warp vision and then sealing it behind him, Sleepwalker flew over a city that seemed to have lost its mind. Every human he saw was repeating the same chant time and again, seemingly entranced into one larger consciousness.

Coming down to street level, Sleepwalker wondered what he could possibly do as he tried to get his bearings. Concentrating, he managed to determine where the painful sensation was coming from, and began to follow it.

The alien was about to rise into the air when he heard the hissing and screeching behind him. Whirling around in alarm, he saw a dozen bizarre humanoid figures charging at him. Their features were a gruesome combination of frog, fish and human, their mouths filled with long, pointed fangs and their hands sporting long, vicious claws. They seemed to ignore the humans, but charged at Sleepwalker in a rage. Sleepwalker used his warp beams on the ground before them, forcing the creatures off their feet as he turned to a nearby lampost and used his warp beams to craft a pair of short stabbing spears to defend himself.

The creatures came at Sleepwalker again, but this time the alien was ready for them. Stabbing and slashing with his spears, Sleepwalker usedstrategic shots of his warp vision on the ground to force some of the creatures back and keep them from overwhelming him, but there were almost twelve of them and only one of him. As one monster raked him across the legs with its claws, another one bit into his arm before he could force them back.

While Sleepwalker suffered several blows, the monsters were left torn and bloodied from his relentless attack. They collapsed one by one, unable to continue, although they all still lived. For good measure, Sleepwalker then used his warp vision to entrap them in the ground, leaving them completely unable to escape.

_"Are you related to these unfathomable happenstances?" _Sleepwalker demanded one of the subdued creatures. The monster only hissed and spat at him. Sleepwalker couldn't understand the unintelligible language the creature was shouting at him in, but from the creature's tone it was clear what it thought of him.

Turning his back on the creatures, Sleepwalker focused his senses, rising into the air. Looking down, he could see some of the other fish-men now wandering the streets, voicing chants of their own and working to free the monsters Sleepwalker had already imprisoned. The sense of wrongness only became all the stronger, and now the very air itself seemed to be swimming in and out of focus. Vague, alien outlines seemed to be almost discernible in the air, even as the colors of everything around Sleepwalker seemed…off, somehow.

Shaking his head, Sleepwalker penetrated headlong towards the source of the disturbance, intending to figure out what was happening and put a stop to it if he could.

And hoping against hope that he might not already be too late.

* * *

In comparison to the chaos engulfing New York and the other surrounding municipalities, the countryside was eerily quiet. Nothing at all seemed to stir as Sleepwalker flew further and further west, uncertain of what he might expect to find out in the wilderness. Darkness was falling, but to Sleepwalker's increasing horror it came less from the fact that the sun was setting and more from the fact that the sun seemed to be **fading. **Somehow, Sleepwalker realized that it was never going to shine again.

In the distance, Sleepwalker could see the mansion from which the sensation seemed to be emanating. It was all he could do to concentrate on the objective in front of him, as the sense of wrongness and oppression became heavier by the second. Maddening visions danced at the corner of his vision, horror and despair wormed their way into his mind despite his best efforts to keep them out. He thought of Cobweb, of Psyko, of the Scarecrow, of how they represented everything he hated in this world.

So lost in his thoughts was Sleepwalker that he was all but engulfed by the gigantic mass that rose up from the ground to attack him. Claws ripped into Sleepwalker from every angle as he struggled to break free, fangs tore into him, hideously glowing eyes stared at him from every angle. Releasing his warp beams in a frantic, full on blast, Sleepwalker tore a large, jagged hole in the creature that was trying to surround him, and broke free before turning to see his newest foe.

It resembled nothing so much as a massive lump of tarry flesh, covered in pustules and scabs, from which shining eyes, serrated claws, and fanged mouths sprouted. Wheezing, gasping cries came from its mouths as it lunged at Sleepwalker, forcing the alien to dodge its murderous assault. Giant crablike claws formed from its mass, claws that very nearly cut Sleepwalker in two before he dodged them. Focusing his warp beams on the ground, Sleepwalker tried to force the thing back by raising the earth in a large wave, but the blob of flesh simply right over it and lunged at Sleepwalker again.

Sleepwalker replied by catching the monster in full force with his warp vision. Although Sleepwalker's race had taken a strict oath to only focus its warp vision on demons and other similar creatures, the alien warrior knew full well that this thing, whatever it was, was quite simply **wrong. **It felt **alien, **causing a rising sense of **disgust and horror **in Sleepwalker as he forced it back.

The horrific sensations pushed in at Sleepwalker once again, but this time the alien hero fought back with a sheer wall of anger, anger that caused him to redouble the intensity of his warp vision. He expanded it to focus on the ground the alien blob, causing the ground to rise up in large, jagged chunks that tore into the hideous monster, ripping it apart into smaller pieces. Those pieces were in turn encased by the earth, preventing the creature from reuniting itself, if it could in fact do that. Not that it would be a problem-Sleepwalker felt the creature's mind, otherworldly as it was, slowly breaking under his relentless assault. With one final blast of his warp beams, Sleepwalker shattered the blob-like monster, causing what was left of it to recoil and withdraw.

Gasping from his exertions, Sleepwalker forced himself to resume his journey towards the mansion. In all likelihood, every human on the planet was entranced by whatever being was emanating this terrifying power, and Sleepwalker knew he was quite possibly the last hope of freeing the peoples of this world…

…if it wasn't too late already.

* * *

The mansion was deserted as Sleepwalker entered, and made his way up the stairs. He knew he was at the heart of the wrongness now, the source of the nightmare. Sleepwalker stubbornly forced himself to put one front in front of the other, despite the almost crippling sense of hopelessness he felt more strongly than ever. He barely even knew where he was going anymore, much less who he even was, or what he was here to do, clinging to that knowledge as strongly as he could to avoid going mad.

Much of it came back to him as he emerged into the throne room. There, staring at him with a combination of bemusement and surprise, was the ghoulish, emaciated form of the Bookworm. That sense of horror and wrongness emanated from the demonic magician, by now an almost palpable sense of horror that made Sleepwalker feel almost the same sensations as Rick had first experienced before Sleepwalker had been forced out of his mind.

"Even in the here and now, you seek to oppose me, Sleepwalker?" the Bookworm demanded, rising from his throne in astonishment. "Are the depths of your resolve such that you can yet throw off the blessings I have given to my fellows of humanity, to throw my affection and love back in my face?" he demanded, his voice rising several octaves.

In the haze that was his mind, Sleepwalker somehow managed to realize that he was right; the Bookworm had indeed managed to engulf all of humanity with whatever horrors he had conjured, horrors that Sleepwalker himself had only managed to avoid succumbing to because of his nature as an alien.

"How is this even possible?" the Bookworm mused to himself. "No human could possibly have resisted the power of…"

He paused, as a sense of realization crossed his face.

"…You are not human, are you?" the Bookworm realized, staring at his most hated of foes. "That face…those eyes…they are your natural form, are they not?"

_"…I am a Sleepwalker," _the alien croaked, barely able to speak. _"I come from beyond this world, combating malevolent beings both human and otherwise, who seek to prey on the innocent. I am a silent protector, one who struggles against the darkness so that the light may endure," _he continued, slowly gaining strength from his explanation. Recalling who he was helped Sleepwalker focus his thoughts, his identity provided an anchor of stability in the madness.

"So my presumptions were correct," the Bookworm scowled, crossing his arms and tapping his foot. "You are indeed a demon, a malign entity who seeks to prevent me from claiming the justice that I am rightfully due."

_"You seek to perpetuate the cycle of bloodshed," _Sleepwalker corrected him, _"inflicting still more suffering and horror upon those who have never once wronged you. What is it you seek to accomplish on this occasion, with your talk of affection and love? Your soul has become twisted and perverted by hate-who are you, of all people, to discourse upon love to humanity?" _

Sleepwalker struggled, knowing this might be his only chance to stop the Bookworm, but he was paralyzed. It was all he could do to stay on his hands and knees, and he wasn't sure how long he could even do that.

"It was after your defeat of the Dreadknight that I realized I have fought too long with hatred in my heart," the Bookworm smiled evilly. "Hatred brought me the desire to avenge my past suffering at the hands of those who wronged me, but then I realized the truth. Those bullies and thugs were little more than part of a greater problem, constrained by their petty and mortal perspectives. My heart began to bleed for them, and indeed for all my fellow humans. I began to ponder what I could do to alleviate this lamentable state of affairs, and then I recalled the writings of one H.P. Lovecraft."

Sleepwalker tried to reply, but the words would not come.

"Lovecraft was a genius ahead of his time, you know," the Bookworm continued. "He created the Cthulhu Mythos, a series of stories that illustrate the truth of what we as humans are-miserable, worthless wretches that know nothing of the truth of our world. That pitiful state is what caused my tormentors to abuse me, and now I have found a way to correct it."

"The Cthulhu Mythos was named for Cthulhu, a powerful, godlike entity who, it was said, would eventually be fated to rise up, and dominate the Earth when the stars were properly aligned. At that time, and I quote, **'****then mankind would have become as the Great Old Ones; free and wild and beyond good and evil, with laws and morals thrown aside and all men shouting and killing and revelling in joy. Then the liberated Old Ones would teach them new ways to shout and kill and revel and enjoy themselves, and all the earth would flame with a holocaust of ecstasy and freedom.'** The destruction, the chaos…think of it, Sleepwalker. All of this would come when Cthulhu awakened from his slumber."

Sleepwalker could barely focus now. He wasn't even sure how he was still alive.

"And that's exactly what I've done, Sleepwalker. I've awakened the monster from his sleep, brought him to life, so that he might fulfill the mission Lovecraft decided for him. All his power, all his pure destructive force, mine to command!" he screamed, laughing hysterically as their surroundings seemed to fade away. Sleepwalker and the Bookworm soon reappeared on the plain in front of the mansion, and soon, even through the haze and pain fogging his mind, Sleepwalker realized that they were not alone.

If Sleepwalker was barely conscious, hardly aware of where he was or what he was doing, the towering entity now standing before him brutally brought him back to reality. The creature standing before him was as tall as a skyscraper, covered in slimy, dark rubbery skin. Gigantic claws that could tear through solid steel as if it were paper grew from its hands and feet, and terrifying batlike wings sprouted from its back. None of that, however, was as horrific as its head, which resembled nothing so much as a ghastly cross between a squid and a cuttlefish. A pair of darkly glowing, baleful red eyes stared down at Sleepwalker, their gaze being as inscrutable as it was unnerving.

Cthulhu would not have looked out of place in the Mindscape. Certainly, Sleepwalker had seen entities that looked just as strange, if not stranger. It wasn't so much Cthulhu's appearance that bothered Sleepwalker as it was the sheer sense of **wrongness **this creature emanated, the feeling that existence itself was repulsed by this creature. Sleepwalker knew that merely looking on it would drive any human irrevocably insane, and indeed he himself felt a similar sense of horror. A persistent screeching sound filled the air, and while at first Sleepwalker thought it was Cthulhu, he soon realized that it was a scream trying to force its way up through his throat.

"And to think, Sleepwalker, you're all that stands in my way now," the Bookworm chuckled. "I noticed you defeated a squad of Deep Ones and the shoggoth I posted to guard my mansion-should I make Cthulhu snuff you out now, out of respect for your getting this far? Or should I force you to watch the madness that will engulf all of humanity, as payback for all the suffering you've inflicted on me?"

Rage filled Sleepwalker's heart as he forced himself to his feet. His eyes glowed brightly, the bright red of his compound orbs contrasting with the dark red of Cthulhu's. Mustering all of his power, Sleepwalker released his warp vision directly at the abomination in front of him, fighting back against the wrongness, the horror, the chaos, everything around him. Sleepwalker knew that Cthulhu was not real, that the stars of this world had no effect whatsoever on this monster, a creation of the Bookworm's foul sorcery. The Bookworm's power increased exponentially with the powers of the creatures he summoned from the books he read, but at this point Sleepwalker didn't care. Battered and exhausted from the strain of forcing his way here, and of fighting the lesser horrors the Bookworm had brought to life, Sleepwalker forced himself to keep going, knowing that all was lost if he failed here.

Sleepwalker had destroyed the Bookworm's previous creations with his warp beams, but those had been fictional, mortal creatures brought to life. Even at his full power, he could never have hoped to destroy an entity as powerful as Cthulhu. The alien warrior knew he was dangerously overexerting himself, much like he had in his battles with Psyko, but he stubbornly refused to give up.

The light in Cthulhu's eyes changed then, as Sleepwalker's warp vision took effect. It was far too powerful for Sleepwalker to destroy, but the alien had done something else.

He had broken the Bookworm's control over Cthulhu.

The tentacled monstrosity looked from Sleepwalker, who collapsed on the ground from his exertions, to the Bookworm, the puny mortal being that had dared to command it. Cthulhu's thinking was almost inscrutable by mortal standards, but it knew full well that it was no one's slave. It ignored Sleepwalker, another pathetic mortal who was entirely beneath its notice, and focused its intentions on the Bookworm.

The realization of what was happening suddenly dawned on the Bookworm then, as Cthulhu focused all its attention on him. The entity's eyes began to glow brightly, as it focused all of its power on the mortal who dared to believe he could command it.

The Bookworm's mind shattered a thousand times over, as Cthulhu punished him for his insolence. The entity focused all of its wrath, all of its power, directly on him, repeatedly reassembling his mind only to break it even more severely the next time over.

Cthulhu then shifted its gaze to Sleepwalker, who stared back at it. There was nothing else Sleepwalker could possibly do to oppose it-had all his efforts been in vain?

What Sleepwalker did not know was just how inscrutable the thinking of Lovecraft's creations was, and how beyond good and evil they truly were. The majority of them were not so much good or evil as quite simply incomprehensible and alien, and that alienness was what made them so disturbing in the first place.

Cthulhu looked around, as if contemplating its situation. It was the creation of one mortal man's mind, given physical form through the mind of another man. It was not truly supposed to exist in this world, and the stars of the real world were meaningless to it. It possessed near-infinite power, but this power was ultimately meaningless in a universe that was not meant to accommodate it.

The monstrosity's eyes glowed once, and all at once Sleepwalker felt everything turning in on itself. This world was nothing to Cthulhu, Sleepwalker realized. It considered this world the way most humans would consider ants or amoebas, something possibly worth observing for a moment before dismissing it as insignificant and moving on to something else, leaving the lesser creatures alone to their own devices.

The exhausted Sleepwalker faded from sight, feeling himself being pulled back into Rick's mind.

* * *

"But isn't the _Bugle _opposed to superheroes?" Rick asked in confusion. "I mean, Jameson's always ripping on heroes like Spider-Man. So why does Jameson think this a bad thing?"

"You don't know that?" Joy asked in surprise.

"I do, I just need to refresh my memory," Rick explained. "I've been out of it for a while," he shrugged, briefly pointing to his cane.

"Well, in a nutshell Jameson doesn't like superheroes and thinks they should be registered. He only thinks that registration should apply if you're a superhero, though-if you've got superpowers and you just use them for doing things in everyday life, Jameson doesn't really care."

"Oh yeah," Rick nodded, thinking of people like Kurt Wagner, the blue-skinned mutant who routinely used his teleportation powers to get around the _Bugle _offices quickly and effectively.

"Anyway, you mind getting started on these articles?" Joy asked him, as she placed a large pile of copy on his desk. "It's part of a series of articles on the presidential election and the statements the candidates have been making about mutant crime in New York."

"No problem," Rick assured her, as he sat down to work.

It was a typical, routine evening at the _Bugle, _but for Rick it was perfectly enjoyable. After everything he'd been through over the last few months, the routine was very comforting.

* * *

Sleepwalker emerged from Rick's mind later that night, both shaken and amazed at what had happened that day. He still couldn't quite believe the sheer power the Bookworm had channeled in bringing the creations of H.P. Lovecraft to life, still less how it had all turned out. Everything had been turned back to the way it was, the Cthulhu creation ultimately destroying itself and everything else the Bookworm had brought to life, restoring everything to the way it was.

Almost everything.

It didn't take Sleepwalker long to find his way back to the abandoned country house the Bookworm had chosen as his lair. Entering the house and making his way upstairs, Sleepwalker heard the random babbling, the screams and sobs, and the insane ranting. He found the Bookworm lying on the floor, curled up in a fetal position as what was left of his shattered mind tried to function.

Using his mindcasting abilities to briefly analyze the Bookworm's mind, Sleepwalker realized that it was broken, permanently and irretrievably. All that was left was a shambling mess that could barely string two coherent thoughts together, much less bring to life any more of the creatures of literature.

Sleepwalker reflected on that fact as he flew back to New York, cradling the Bookworm in his arms. The bullying Nelson Gruber had suffered filled him with an almost insane hatred of his tormentors, leading him to bring the creations of literature, the fictional beings he considered his only true friends, to life. That hatred continued to fester, slowly building and building until it led one final attempt by Nelson to destroy the minds of every other human on the planet.

_The cycle has effectively concluded, _Sleepwalker realized, _and its conclusion is that but one man suffers madness, rather than those upon whom he attempted to drive insane. _

_And yet, for all his crimes, I can do nothing to alleviate his suffering, the original violence that led him to pursue these dark intentions to begin with, _the alien realized sadly.

_How much suffering and horror could have been avoided thereby? _Sleepwalker wondered, as he handed the Bookworm over to the police and then flew off into the night.

(_**Next Issue:**_ With the troubles of the last few months behind him, Rick finds his thoughts turning more and more to the future, in particular what he intends to do with his life once he graduates from university. Things become considerably more complicated, however, when the Green Goblin strikes at the _Daily Bugle _and Sleepwalker is the one who emerges to confront him. Sleepwalker's intervention enrages the Goblin, and he begins taking his plans to seize control of the Tomorrow Legion crime syndicate to a new level. All this and more in _Sleepwalker #67: The Thin Green Line!)_


	77. The Thin Green Line

Senator Robert Kelly smirked in satisfaction as he looked over the reports compiled by his campaign manager. In light of all the bloodshed caused by supervillain activity over the last few years, and the apparent inability of the justice system to either permanently contain or reform super-powered criminals, Kelly's proposal to create a Superhuman Registration Act had paid off with the public. As an independent senator, not affiliated with either of the major political parties, Kelly had gotten elected with the support and the money of the anti-mutant movement.

Kelly's previous attempt at putting mutants in their place, the Mutant Registration Act, had been declared unconstitutional by the Supreme Court, enraging his backers. His public image had taken a severe beating after the _Daily Bugle _exposed the funding he'd received from anti-mutant organizations like the Friends of Humanity, which were viewed as hate groups by the majority of Americans. Public opinion had been turning more and more in favor of mutant rights, thanks to the hard work of the X-Men and their supporters. With the shifting public opinion, his ties to the anti-mutant movement exposed and his main legislative initiative in tatters, Kelly had seemed like damaged goods. His backers had been ready to abandon him, and the Democrats and Republicans were both smelling blood.

The continuous increase in supervillain crime and bloodshed seemed to be turning things around, however. Many people couldn't tell superpowered mutants from people who had gotten their powers from freak accidents or power sources, and so mutants as a whole were frequently associated with the grief caused by supervillains. Kelly's calling for a Superhuman Registration Act, over and above the old Mutant Registration Act, had found an eager audience.

Of course, as Kelly knew all too well, sometimes public opinion had to be pushed the right way. Most politicians did this by attacking their opponents, giving interviews or speeches supporting their positions, getting the endorsements of media outlets who agreed with their views, dispensing public patronage, and so on, but Kelly had a better way of doing it. With the help of Norman Osborn, the former chemical tycoon who had recently been publicly exposed as the murderous supervillain Green Goblin, Kelly had arranged for supervillains to cause specific, targeted crimes that would further increase support for his initiatives, as well as his re-election chances.

Kelly knew full well that Osborn would probably take advantage of Kelly's plan to further his own private agenda, but that hardly bothered the senator.

In the privacy of his office, Kelly laughed.

Even after all this time, he was still amused by how easy it could be.

* * *

SLEEPWALKER #67

"THE THIN GREEN LINE"

* * *

"God, I can't believe how fast this semester has gone by," Kenny Anderson said to Rick Sheridan and Alyssa Conover as they sat doing their homework in the living room of the house they were renting. "I mean, I'm going to be graduating this year!"

"No, you're not," Alyssa pointed out with a smirk. "You've changed your major so many times you still have a lot of credits to catch up on, remember?"

"Oh, sure, go ahead and spoil the moment," Kenny said sarcastically, closing his notebook. "You guys still have another year after this, don't you?"

"Yeah…" Rick said pensively, as he continued typing on his laptop.

"Don't tell me you're going to miss another semester because of what happened," Alyssa said, referring to the two weeks Rick had spent in a coma after a supervillain attack at Empire State University.

"What...?" Rick asked in surprise as he looked up from his homework. "No, I got that worked out with my professors," he shook his head. "I'm just thinking about what happens after we graduate."

"What's there to think about?" Kenny asked. "We get our diplomas, we go out into the real world, and we get jobs."

"Yeah, but what kind of jobs?" Rick asked. "You said you wanted to be a graphic designer, right?" he asked Kenny, who nodded.

"And I want to be a choreographer or a dance instructor," Alyssa chimed in. "So what about you?"

"That's what I'm trying to figure out," Rick said, saving the file he was working on and closing his laptop. "I mean, should I become a book editor? A public relations guy? A writer of some kind? What do you guys think?"

"How about a teacher?" Kenny asked.

"God, no!" Rick shuddered. "I can't stand the thought of working with kids. I'd kill myself if I had to become a teacher."

"What's it like working at the _Daily Bugle?_" Alyssa asked. "Gwen's always telling me about how much Peter hates it there," she continued, referring to Peter Parker's girlfriend Gwen Stacy, who was in many of the same dance classes Alyssa was.

"Peter's not really into journalism or anything like that," Rick explained. "He really wants to become a research chemist. I think working for Jameson just gets under his skin."

"Yeah, Gwen figured as much," Alyssa nodded. "So, what's the _Bugle _like?"

"Well, a lot of the copy I have to review is actually pretty interesting," Rick said with a smile. "Everything from sports to the arts to human interest stories. I really like it there."

"So is that what you plan to do?" Alyssa asked in surprise. "You want to keep working at the _Bugle_?"

"That's what I'm trying to figure out," Rick replied thoughtfully. "The whole reason I majored in English was because I love fiction and writing. Working at the _Bugle _is interesting, but still…" he trailed off.

"Well, it's good work experience, isn't it?" Alyssa pointed out. "I mean, I'd never get hired anywhere if I hadn't already danced in a lot of productions…"

"That's true," Rick said absently as he lay back in his chair.

_But is that all I want to do with my life? _Rick wondered.

* * *

In a previous life, Norman Osborn had been both feared and admired in the business world. His shareholders and underlings had admired him for his business acumen and his ability to manage the mighty Osborn Industries, but they'd also feared him for his volcanic temper and legendary vindictiveness. Osborn took pleasure not only in defeating his rivals, but **crushing** them, using means both legal and illegal to destroy their ambitions and their efforts.

His illegal dealings had gotten him tied up with the New York underworld, who lorded their power over him. The realization that he was dependent on the New York crime syndicates filled Osborn with rage, to the extent that he became determined to seize control of the underworld for himself. The rise of costumed supervillains inspired him as to how to do it. When he saw that many of the villains served as hired assassins and enforcers for the crime syndicates, Osborn reasoned that a supervillain identity could enable him to form his own crime syndicate without the crimelords realizing that he was the one doing it.

Empowered by the special formula he'd developed, and armed with a variety of weapons he'd designed, Norman Osborn created the identity of the Green Goblin, based off the monsters and demons he frequently saw in his nightmares. As the Green Goblin, he'd soon become admired and feared. Many of his fellow costumed criminals admired him for his brutal exploits, and the public at large feared him both for those same exploits and the manic fits of rage he frequently burst into.

Along with building up his own criminal syndicate, Osborn had also fixated on the superhero Spider-Man as a way of building up his credibility as a villain. As the Green Goblin, Osborn repeatedly clashed with the web-slinger, who also happened to be the one to thwart many of the Goblin's more ambitious schemes. Because of Spider-Man's interference, the Goblin's syndicate remained the weakest one in New York, and the Goblin became more and more consumed with rage as his standing continued to be damaged by his wall-crawling nemesis. Eventually, a bloody gang war severely damaged the Goblin's syndicate, leaving it extremely vulnerable both to the Goblin's rival crimelords and the New York Police Department. Under the leadership of Captain George Stacy, head of the Organized Crime Unit, the NYPD had destroyed the Goblin's syndicate.

Driven nearly mad with rage, the Goblin sought to get revenge on Captain Stacy by publicly murdering his daughter Gwen, but Spider-Man's interference had saved her life. In the ensuing battle, Spider-Man and the Goblin had learned one another's secret identities, with Spider-Man turning out to be Peter Parker, the bright young prodigy who Osborn had hoped to recruit to Osborn Industries. Osborn had then been publicly unmasked as the Goblin, although Parker had managed to keep his identity secret, and he'd had to go underground to avoid both the police and former criminal rivals who would have liked a chance for some revenge.

The bad publicity surrounding Osborn's unmasking had caused Osborn Industries to be devalued and then torn apart by its corporate rivals. Norman Osborn had nothing left, could be nothing else, except for the identity of the Goblin. If he could only be the Goblin, he would be a very good Goblin indeed.

He'd eagerly accepted Senator Kelly's proposal, exploiting the opportunity to settle some old grudges. He'd arranged for various supervillains to strike at the holdings of his former business rivals and other people who'd crossed him, even as he himself struck at other targets as the Green Goblin. Some of these targets were places of personal importance to Peter Parker, such as Empire State University, where Peter studied, and Fireheart Industries, where Peter was slated to take a job after he graduated.

Next on the list, of course, was the place where Peter currently worked-the _Daily Bugle. _

* * *

The tapping of Rick's cane gave Red Ericsson ample notice as Rick walked into the room. It pained Red to see Rick limping like that, especially since the knee injury that caused Rick's limp was permanent. While Rick seemed to be taking it in stride, Red still noticed the way Rick winced every time he stood up or sat down.

"So, who do you like?" Rick asked Red, looking at the Republican candidates' debates that Red had been watching on TV when Rick came into the room.

"I'm pretty much a Ron Paul man these days," Red sighed. "If he doesn't win the nomination, I'm voting Libertarian."

"Seriously?" Rick asked in surprise.

"Oh yeah," Red rubbed his eyes. "If Ron Paul isn't nominated, the only way I'd support the Republicans is if they bring Ronald Reagan back from the dead."

Rick half-smiled at that, recalling what had happened at the time of Reagan's death. Red had locked himself in his room and hadn't emerged for days at a time, intently watching every bit of coverage of the former president's life and career.

"You're really into this stuff, aren't you?" Rick asked Red.

"Of course I am," Red said, raising an eyebrow in slight confusion. "I thought you'd know that by now," he pointed out with a slight grin.

"Yeah, I do," Rick nodded.

"So why did you ask?" Red asked, slightly annoyed.

"Were you planning to do anything at all related to this when you graduate?" Rick asked him.

"Hell no!" Red shook his head. "I want to work as a historian, or an archivist, or something like that. That's why I majored in History, you know."

"So why do you still follow this political stuff?" Rick asked curiously.

"Because I think it's interesting and I like seeing how it compares to the past," Red explained. "What's this all about? I thought you knew all this," he frowned, wondering what was up with his friend.

"I'm trying to figure out what I'm going to do after I graduate," Rick explained. "I majored in English without ever really figuring out what I wanted to do with my degree."

"So did Kenny and Julia," Red snorted. "They figured it out, so why can't you?"

"…I don't know," Rick honestly admitted.

"Well, you seem to be doing pretty well at the _Daily Bugle,_" Red pointed out.

"I never figured on making a career out of it," Rick shook his head. "All I knew was that I never wanted to be a teacher."

"I can't blame you for that," Red smirked. "But seriously, dude-don't you think you're worrying too much?"

"Well…" Rick trailed off.

"I mean, come on-it's not like Kenny figured out what he was finally good at right from the start," Red pointed out. "Why'd you ever major in English in the first place?"

"Well…I really enjoy reading," Rick shrugged. "I love seeing what makes the story tick, why the characters do the stuff they do, things like that."

"You don't get to do that at the _Bugle, _do you?" Red pointed out.

"Actually, I kind of do," Rick corrected him. "I like reading about what all these different people are thinking, where they're going, why they're doing what they're doing. I wanted to keep studying that."

"That's something right there," Red noted. "I wouldn't worry too much if I were you, though. If you can deal with Sleepwalker living in your head, you can deal with this!" he laughed.

Rick laughed with him, and they settled in to watch the Rangers game as Red changed the channel, but at the back of his mind Rick was mulling over what Red had told him.

Reading, writing and even editing were all things that he really enjoyed, even if he was never really the creative type. Even if he couldn't have been a good fiction writer, there were probably still lots of careers he could use his talents in…

_So now, I just need to figure out which one of them it'll be, _Rick thought to himself.

* * *

Rick was still thinking about it the next day at the _Daily Bugle _after school. He wasn't in the best of moods, especially given that Spring Break had been pushed back this year as compared to the last. He'd really been looking forward to some time off, but now that midterms had been rescheduled Spring Break had been moved back as well to accommodate them. Rick and his friends didn't really have any money to travel anywhere, but some peace and quiet would have been extremely welcome, especially after everything they'd been through over the last few months.

Living in New York, though, might not have been the place to get it. Supervillains were running amuck not just in New York but in the surrounding counties, causing no end of suffering for the public. Support for Robert Kelly and his proposed Superhuman Registration Act was rapidly increasing, something that bothered Rick to no end. So far Sleepwalker hadn't encountered any of these villains on his nightly patrols, instead dealing with the nonpowered street thugs who always infested the city like a plague and seemed to increase when supervillain activity was especially bad. Some of Rick's more experienced coworkers had noticed that there was something in the air, a feeling that things were coming to a head. New York felt like a pressure cooker, one that was calm for the moment but seemed increasingly likely to explode under the mounting strain.

Rick's thoughts were shifting to that as he worked on the latest poll results in the Senate election race when the windows behind him shattered. Startled so badly he nearly fell out of his chair, Rick turned around to see what was going on but immediately covered his ears at the ghoulish, twisted laughter that cut through the air like a razor. It was the laughter of a madman, a depraved individual who'd lost his sanity long ago, if he was ever even all that sane to begin with. The rest of the staff in the _Daily Bugle _city room added their screams to the medley, running in panic as they recognized the figure approaching them on the jet glider, the figure who was the source of the laughter.

Once, the figure had been Norman Osborn, ruthless chemical tycoon and pillar of the New York business community. Now, though, he was dressed in a costume that made him resemble a demonic troll, with bright emerald-green skin that was almost scaly and lustrous in the evening lights. His clothing was a deep purple in color, tattered and worn to give him a wild, demonic look. The monster's golden eyes shone brightly, and his hellish laughter and devilish grin made him all the more terrifying.

_"Can Jonah come out and play?" _the Green Goblin leered in a horrible, manic voice, taking pleasure in the fear he inspired in the people below him. _"Come out, come out, wherever you are!" _he chanted.

A door at the far end of the room opened and J. Jonah Jameson, the owner, editor-in-chief and publisher of the _Daily Bugle, _stepped into the city room, glaring hatefully at the intruder who'd barged into his building. Even in his civilian identity as Norman Osborn, the Green Goblin and Jameson had always hated one another, with Jameson's investigations and muckraking editorials causing Osborn no small amount of headaches.

_"Appropriate décor, I'd say," _the Goblin said mockingly, gazing over the sophisticated office equipment that clashed with the old and ugly office furniture, most of which looked as if it had been made in the 1970s and 1980s. _"The last time these relics were fashionable was back when Carter and Reagan were in office! It suits you, Jameson-print media's old and tired, just like you," _he finished with a mocking smirk.

"Says the lunatic who looks like a reject from a Smurfs cartoon," Jameson shot back, not in the least intimidated by the emerald maniac. "What, am I supposed to be scared of you, Norman?"

_"Don't tell me you've already forgotten the big story you did on how I nearly blew up City Hall!" _the Goblin replied, before he began laughing wildly. The Goblin's laughter echoed in the ears of the terrified _Bugle _staff, most of whom were trying to escape. A wave of pure sound came from the Goblin's mask, one that shattered the furniture and computer equipment beneath him. The laughter continued as the Goblin went into a frenzy, firing energized finger blasts at some panicking staff members and blasting others with the sound blasts from his lunatic laugh. Reaching into the bag at his side, the Goblin threw a pumpkin bomb that exploded into choking black smoke, causing many of the employees to choke and gasp for breath.

Rick had immediately gotten up from his seat as soon as he'd recognized the Goblin and tried to escape so he could release Sleepwalker. Unfortunately, he could only limp slowly with his cane, and so he couldn't manage to get to the doors before the Goblin released his smoke grenade. Gagging from the smoke, Rick was lucky to dodge the finger blast that the Goblin fired in his direction. The reporter coming up behind him wasn't so lucky, however, and was blasted unconscious before he could reach the door.

Most of the staff who'd managed to escape were running for the emergency exits, or were ducking into other rooms looking for places to hide. Looking around frantically, Rick staggered over to the sports room, which was just about empty. The few employees who were still in the room were too busy running or phoning the police to notice Rick making his way into an empty office and lying down on the floor. Coughing violently, Rick quickly passed out, aided by his exhaustion and the smoke which seemed to cling to his throat.

Jameson shouted in anger and denial as the Green Goblin blasted his employees and destroyed his office. The _Daily Bugle _was his baby, his life ever since his wife Marla had died, and it was falling to pieces all around him. He threw a chair at the Goblin, even though he knew full well how helpless he was. Whirling around, the Goblin blew the chair out of the air with his lunatic laugh and zapped Jameson full on with a finger blast, knocking him off his feet to crash into the wall. Pain exploded through the old man's body, and it was all he could do to keep from passing out.

* * *

The Green Goblin would have finished Jameson off then and there, but he saw the broken debris suddenly rise up beneath him with a mind of its own. Bizarrely, it had taken on the shape of a crab's claw, and it very nearly caught the Goblin before he dodged out of the way and blew it to pieces with a finger blast. Whirling around in surprise, he tried to figure out what had happened.

_"You never cease to amaze me, web-slinger," _the Goblin said, expecting Spider-Man. _"Now you have the power to-__**Sleepwalker**__?!" _he said in amazement, caught completely off guard at the alien warrior's approach through the broken window. It took the Goblin a moment to remember how the green-skinned hero had ruined his attempts to kill both Spider-Man and Gwen Stacy at the same time, but once he did he let out a bloodcurdling scream, attacking Sleepwalker with a double shot of his finger blasts at maximum power.

Quickly dodging the blasts, Sleepwalker tried focusing his warp vision on the Goblin's bat-shaped jet glider, intending to bring the Goblin down, but the experienced Goblin saw it coming and flew above Sleepwalker's beams. Turning in a wide arc, the Goblin released his lunatic laugh, disorienting Sleepwalker before focusing it into a concerted blast that sent him crashing into some half-broken furniture. Bouncing off the furniture, Sleepwalker crashed to the floor and was knocked down again by the Goblin's finger blasts as he tried to get up.

The Goblin threw a pumpkin bomb at Sleepwalker, intending to strike the alien again while was down. In response, the alien focused his warp beams on some of the debris in front of him, raising it into a protective barrier. To the Goblin's shock, his pumpkin bomb struck the barrier before bouncing right back at him. The grenade exploded square in the Goblin's chest, spraying him with razor-edged shrapnel and causing him to scream in pain. The Green Goblin couldn't have realized that Sleepwalker had altered the debris' physical characteristics, making it elastic enough to catch and reflect the pumpkin bomb.

Springing to his feet as the Goblin recoiled, Sleepwalker used his warp vision to form much of the debris into a hard battering ram, brutally driving it into the Goblin's chest. Unfortunately, the Goblin recovered more quickly than Sleepwalker anticipated, and he was blown back by another blast of the Goblin's lunatic laugh. As Sleepwalker fell off balance, the Goblin unleashed a flurry of razor-edged boomerang bats that slashed the alien all over, leaving him staggering and bloodied. The Goblin then charged in, the demonic face of his bat-glider opening to reveal a whirring buzzsaw in the shape of a tongue. The buzzsaw tore a deep gash in Sleepwalker's chest, dropping him to one knee as the Goblin flew around and ripped him in the back.

Laughing insanely once more, the Goblin flew in one more time, his glider's tongue saw aimed straight for Sleepwalker's neck. He would have decapitated the alien if Sleepwalker hadn't recovered in time and used his warp vision to twist and break the tongue saw. Sleepwalker then began to focus his warp beams on the Goblin's glider itself, as it began to crack and break. He might have destroyed the Goblin's glider, except that the emerald lunatic blew him back once more with a finger blast.

The Goblin's glider began making unpleasant-sounding noises, even as it began listing to one side. Although it was still functional, the Goblin knew that Sleepwalker's warp beams had badly damaged it. He knew there wasn't much point in staying, particularly when he'd already as good as accomplished his goal. Reaching into his bag, he pulled out another pumpkin bomb and tossed it off to the side, laughing as it exploded in a destructive fireball. The fire quickly spread, even as the remaining _Bugle _staff screamed for help.

Sleepwalker was readying himself for another attack, but he realized that the endangered humans were more important. Focusing his warp beams, he blew a large hole in the far wall and cleared much of the rubble out of the way, giving the panicking humans a clearer path to escape. Once the humans had a clear path to escape, Sleepwalker used his warp beams on all of the water pouring into the room through the sprinkler system. Focusing all of the water directly on the flames, Sleepwalker quickly extinguished them even as he moved to retrieve several of the humans who were too injured to move.

Thankfully, no one had been killed in the Goblin's rampage, although the _Bugle's _city room was a complete loss. The police and paramedics had finally arrived, treating the injured and retrieving various _Bugle _employees from their hiding places. Sleepwalker couldn't possibly fathom what the Green Goblin had hoped to accomplish by destroying the newspaper office, but he'd obviously succeeded.

"A fat lot of good you did!" J. Jonah Jameson shouted at Sleepwalker, who bemusedly turned to regard the battered and bruised human shouting at him. "Do you realize how much it's going to cost to fix this? The wall-crawler would have done less damage!" Jameson continued on his tirade.

Sleepwalker merely stared back at Jameson, bemused by the man's ranting. Even after everything he'd seen and heard of Jameson through Rick's daily routine, Sleepwalker still wasn't entirely sure what to make of him.

_"Your discourse is conceivable, if unlikely," _Sleepwalker pointed out. _"And yet, you have doubtless failed to recollect that, unlike Spider-Man, I will not seal your mouth with webbing in order to silence you, however much of a service I might be doing thereby." _

Jameson's eyes flared angrily and he prepared to yell at Sleepwalker again, but the alien suddenly faded from sight. A police officer had just found Rick in the office where he'd gone to hide and woken him up, pulling Sleepwalker back into Rick's mind.

Stewing in irritation, Jameson turned to check on his employees. In truth, he was less angry about his city room being destroyed-his insurance would allow him to replace most of his furniture for free-than he was about the fact that support for superhuman registration was on the rise because the supervillains were running amuck.

After five and a half decades in the newspaper business, Jameson had learned how to smell a rat. Somehow, he had a hard time believing that the revival of support for Senator Kelly and the recent upswing in super-powered crime were a coincidence.

His eyes narrowed determinedly as he planned his next move.

* * *

Norman Osborn scowled as he inspected the damage Sleepwalker's warp vision had done to his bat glider. He was lucky that the glider had been able to carry him back to his hideout, particularly given how badly it had been listing to one side. Rage boiled within him as he considered that this was the second time Sleepwalker had interfered with his plans. Apparently, the million-dollar price he'd put on the bug-eyed hero's head hadn't had the results he'd hoped for. So he'd probably have to kill Sleepwalker himself, even though his ultimate goal remained Spider-Man, of course.

That was quite alright, of course. He'd already struck at some of the most important places in Peter Parker's life, in addition to coordinating the attacks many other supervillains had made on targets that would improve Senator Kelly's chances of re-election. Now, in addition to making a dramatic return to the supervillain scene in New York, he'd also greatly improved his standing among the supervillains themselves, establishing himself as a natural leader.

Now came the final step. The Goblin had done enough for Senator Kelly, and now he hardly cared if the senator succeeded or failed. While manipulating the other supervillains to commit their crimes, the Goblin had done quite a bit of scouting, looking for villains who would make worthwhile lieutenants.

Smiling evilly, the Goblin knew that now was his time. With his lieutenants, his new Masters of Evil, he could seize the leadership of the Tomorrow Legion, the idea of a criminal cartel run by supervillains for supervillains. At last, at long last, he would have leadership over not just the Legion, but all of the criminal activity in New York.

And let Spider-Man, Sleepwalker and anyone else who dared to oppose him beware.

(_**Next Issue:**_ Peter Parker's life is not the only one affected by the destruction at the _Daily Bugle, _as Rick suddenly finds himself temporarily out of a job while the _Bugle _is repaired. Rick and his friends are left trying to determine how to make up for the loss of income, but Sleepwalker has much bigger problems when the Green Goblin and his Masters of Evil make their bid for power to seize leadership of the Tomorrow Legion All this and more in _Sleepwalker #68: Legion Of Doom!_ Guest-starring the Amazing Spider-Man!)


	78. Legion Of Doom

_Thank God it's almost over, _Rick Sheridan thought to himself as he walked into the front doors of the _Daily Bugle _building. _I thought this month would never end…_

Indeed, the month of March 2008 had been an extremely long one for Rick and his friends. First, Rick had learned that his knee was permanently damaged and he would never be able to walk again without a cane. Then, the otherworldly alien called the Sleepwalker, who was permanently trapped in Rick's mind, had fought the nightmarish undead horror known as the Dreadknight, permanently trapping the monster beneath the ocean. As dangerous as the Dreadknight had been, all of humanity had nearly lost its sanity at the hands of the Bookworm, the depraved wizard who'd tried to use his power over the printed word to bring the demonic entity Cthulhu to life.

After all that, the maniacal costumed criminal known to the public as the Green Goblin had gone on a rampage at the _Bugle _offices, which Sleepwalker had confronted him. Even as all this was going on, Rick still had to balance his studies and exams with his employment at the _Bugle _and try to determine what he would do after he graduated. He had a few ideas, but he couldn't seem to decide what the ideal route was.

Stepping into the elevator, Rick reflected on the irony of the situation.

Trying to decide what he would do after he graduated would be one of the biggest decisions of his life, and yet it was probably one of the least complicated things in his life right now.

* * *

SLEEPWALKER #68

"LEGION OF DOOM"

* * *

Emerging from the elevator, Rick found that things were even more chaotic than usual at the _Daily Bugle _offices. Construction crews were still at work in what used to be the _Bugle'_s city room, which had been torn apart in Sleepwalker's battle with the Green Goblin. Employees were constantly rushing through the hallways when they weren't arguing with one another. Half the people seemed lost, asking for directions as they tried to find new places to work or track down coworkers.

One voice predictably loomed above the others. J. Jonah Jameson, the owner, publisher, editor-in-chief and sole stockholder of the _Daily Bugle, _had commandeered a junction at the end of the hallway as an impromptu office. From there, he was giving orders to staff members, many of whom had formed a lineup to wait their turns to speak to him. Working at a foldout table, Jameson continued to run the place like a field marshal, personally overseeing the _Bugle'_s editorials even as he issued directions to his staff. Not really sure where to go, Rick got in line and waited his turn to see Jameson. Curiously, Rick saw several people go to the elevators after Jameson was done talking to them, and noted that he was the last person in line. No one else was getting in line behind him, for whatever reason.

By the time Rick came up to Jameson, he'd been waiting for almost half an hour. As he approached, Jameson frowned and shook his head.

"The city room's trashed, kid," the crusty publisher reminded Rick. "Or do you need glasses?"

"I could see that it was wrecked," Rick replied, blinking in surprise at Jameson's response. "I just thought-"

"- that I could assign you somewhere else," Jameson finished for him. "If you want charity, go talk to Bill Gates. Until the city room is fixed-"

"Mr. Jameson," the _Bugle'_s sports editor immediately walked up, "Steinbrenner just called about our coverage of Rodriguez's contract. He's threatening to pull a bunch of ads unless-"

"Whatever he wants to say, he can say it to my face," Jameson snapped, quickly breaking away from talking to Rick. "Tell him to schedule a golf game if he wants to talk that bad, and otherwise he can stop hassling my staff!"

"Yes, sir," the sports editor nodded, as he turned and walked away.

"Now, like I was saying," Jameson turned back to Rick, who watched the whole scene in surprised silence, "until the city room is fixed, you're out of a job."

"Come again?" Rick's jaw dropped.

"What, do you need a dictionary?" Jameson demanded. "You're unemployed! Canned!"he repeated in French.

"Let go!" he continued in Spanish.

"Terminated!" he finished, this time in German.

"…I'm fired?" Rick recoiled in surprise. "Why did I-"

"Don't be stupid," Jameson admonished him, speaking in English this time. "You're not fired, Parker's not fired, and that Winhill girl you always hang out with isn't fired," he continued, referring to Rick's friends Peter Parker and Julia Winhill. "I just don't have any place for you to work, and I won't until I get my city room fixed! And I'm not about to move anybody else out! Do you need me to-"

Jameson's phone rang, and he immediately stopped his tirade to answer it.

"Hello?...damn it all, Steve, we already went over this!" Jameson spat into the phone. "Yes…I don't care how it violates the principles, GET IT DONE!" he shouted, before hanging up the phone.

"Stupid Objectivists," Jameson muttered, turning back to Rick. "I never would have kept him as our cartoonist if he didn't draw so well. But like I was saying, kid, I just don't have any place for you to work. I'm sorry about this-kids like you, Parker and Winhill deserve better," he continued, his voice taking on a calmer tone. "But I promise you that I'll get that city room fixed as soon as possible. And I keep my promises-I promised Giuliani that I'd destroy his presidential campaign, and you saw how that turned out," he grinned wickedly.

"Now hit the road," he said more gruffly, lighting up yet another cigar as he turned to his computer.

Sighing in frustration, his head spinning from the way Jameson spoke, Rick made his way back to the elevators. He shared the ride down with a number of other frustrated employees, most of whom had probably received similar grim news from Jameson.

* * *

"Hi, sweetie!" Alyssa Conover greeted Rick as he entered the front door of the house they and their friends were renting. "How come you're back so soon?"

"I got sent home," Rick sighed, walking into the kitchen to get some dinner as Alyssa followed him. "The _Daily Bugle_'s city room got trashed by Sleepwalker's fight with the Green Goblin, so they don't have any place for me to work."

"So they fired you?" Alyssa asked in shock.

"Not exactly," Rick shook his head. "Jameson said I could come back once they get the city room repaired, but until then I'm out of work."

"So how long is that going to take?" Alyssa asked him.

"I wish I knew," Rick shrugged. "How about you? How was your day?"

"Tiring," Alyssa muttered, getting a package of ramen noodles out of the cupboard. "I feel like my feet are going to fall off."

"More than usual?" Rick grinned, by now used to Alyssa's complaining about how much dancing hurt her feet.

"Yeah," Alyssa replied with a good-natured chuckle. "We have a big show coming up in April, plus there are a couple of competitions I want to enter, plus all the dance classes I teach…and that's not even counting my university studies," she pointed out, referring to her Dance major.

"So what are you going to do after you're done?" Rick asked. "You've only got one more year after this, right?"

"I might try for the New York City Ballet," Alyssa said, "and I'll definitely be sticking around at the dance studio. I love it there."

"How come?" Rick asked in surprise.

"I love working with the kids," Alyssa explained, "and helping them develop their talents. My teachers helped me become a dancer, and I want to do the same thing for the other kids, too."

"So you actually **want **to be a teacher," Rick grinned. "Talk about irony."

"And what about you?" Alyssa asked. "Have you decided yet?"

"Actually, I'm starting to think I have a good idea," Rick answered. "Everybody at the _Daily Bugle _has complimented me on how well I write and edit their work."

"So you're going to be a newspaper editor?" Alyssa asked in surprise.

"Not exactly," Rick shook his head. "I'm going to be a freelance writer and editor. I'd write things like speeches, letters to the editor, advertisements, newspaper copy, press releases, and stuff like that. I'd also edit things that other people produce-aspiring writers, web sites, Twitter posts, you know."

"Hey, I'm glad to hear it," Alyssa grinned, before her face fell.

"…What's wrong?" Rick asked her.

"What are we going to do about the bills?" she asked him. "If you're out of work, then Julia's probably out of work, too."

They stood in silence for a moment as they finished making their dinners, and then walked into the dining room to eat, before Rick finally spoke up again.

"…You just **had **to bring us down, didn't you?" Rick asked Alyssa.

* * *

Emerging from Rick's mind that night, Sleepwalker reflected on everything he'd seen and heard through Rick over the last several days. Several of his old enemies were now permanently defeated, and would never threaten anyone ever again. Cobweb was permanently trapped in the Mindscape, bonded with his prison; the Dreadknight was imprisoned at the bottom of the ocean; the Shiver Man had been destroyed when Sleepwalker had subjected him to his own hellfire; and the Bookworm had been driven permanently insane by the hand of Cthulhu, the nightmarish abomination he'd brought to life from the stories of H.P. Lovecraft.

Many of the alien warrior's other enemies were in prison, whether they were humans now in jail or supernatural threats Sleepwalker had imprisoned in the Mindscape. To his knowledge, only Fever Pitch, Hellrazor, Spectra, Equinox and the Green Goblin were still at large. After his last encounter with Spectra, Sleepwalker wasn't sure if she would continue down the same violent path she always had, particularly since she hadn't killed him when she'd had the chance. Fever Pitch seemed to have disappeared after Sleepwalker thwarted his attempt to cause a nuclear meltdown, and Hellrazor had all but dropped off the face of the earth after Sleepwalker and the Thing had stopped him from murdering Wyatt Wingfoot.

Gazing down at the city below him as he flew overhead, Sleepwalker's thoughts turned to the recent changes in Rick's life. As much as Rick had tried to keep calm about the situation, at the back of his mind he'd felt a deep sense of frustration and anger at what had happened to his leg, and the fact that he would never be able to walk again without a cane. That anger was intermingled with images of Rick's deceased parents, his deceased friend Cyrus, and the rest of his friends being threatened by villains like Lightmaster, Moonstone and the Bookworm. It wasn't an anger that made Rick want to lash out, Sleepwalker noticed-rather, it was an anger that gave way to resigned frustration and a wondering if things would ever change.

Sleepwalker was jolted out of his reverie by the sight of a figure swinging off the side of a building. The alien immediately recognized the figure as the amazing Spider-Man, one of New York's most prominent superheroes and one of the very first humans Sleepwalker had ever truly befriended. The red-and-blue clad hero released his webline, flipped through the air, and came down to land on the roof of another building. Walking to the edge, he gazed out to look over the city but turned around at Sleepwalker's call.

"What do you want?" Spider-Man demanded, folding his arms and scowling at Sleepwalker, who came down to join him on the roof.

_"I should not conceive your response as the appropriate greeting to one who has always been a faithful and trustworthy ally," _Sleepwalker reproached him, before he noticed how tense Spider-Man was. _"Your outward demeanor betrays your inner turmoil. Is there any capacity in which I am capable of assisting you with your troubles?" _

"You're already caught up in it," Spider-Man replied, calmer this time. "I heard about your scrap with the Green Goblin the other day. You weren't able to catch him?"

_"Unfortunately, I was unable to do so," _Sleepwalker shook his head. _"The Goblin effected his escape when I was forced to intervene to prevent the innocent bystanders he threatened from being slaughtered." _

"Sounds about right," Spider-Man sighed. "And you haven't seen the Goblin since?"

Sleepwalker shook his head.

"No surprise there," Spider-Man said, rubbing his eyes wearily. "I've been looking for him for days, and he's all but disappeared."

_"How might the Goblin conspire to vanish?" _Sleepwalker asked in confusion. _"His appearance, to say nothing of his behaviour, are most conspicuous." _

"He's probably traveling in street clothes," Spider-Man realized, "disguised so people don't recognize him."

_"Have you proven capable of ascertaining what his overall agenda is?" _Sleepwalker asked. _"As you are his long-standing nemesis, you are no doubt more familiar with his temperament and mentality than I am." _

Spider-Man thought on that for a few minutes. So far, he'd only thought that the Green Goblin had returned to torment him as Peter Parker, but then he remembered that many of the Goblin's targets hadn't affected him personally, or even, to his knowledge, all of Norman Osborn's enemies. He also remembered just how much stature the Green Goblin enjoyed in the supervillain community, as well as his original goal of becoming the overall crime lord of New York…

…and realized that things were probably much worse than he originally anticipated.

"Sleepwalker, are you planning to go anywhere?" Spider-Man asked him.

_"Precisely what meaning do you intend to convey?" _Sleepwalker asked him in confusion.

"Can you meet me at Rockefeller Centre at 11:00 PM, two nights from tomorrow?" Spider-Man persisted.

_"Most assuredly, but under what circumstances do you require my presence?" _Sleepwalker asked him.

"I can't explain the whole thing right now," Spider-Man replied, a grim tone in his voice, "but if I'm right we might be in for the fight of our lives. I can't do this alone, Sleepwalker, and I'm going to need your help."

_"Will you and I have the capacity to oppose whatever the Goblin is planning on our own?" _Sleepwalker asked in concern.

"No, we won't," Spider-Man shook his head, "and that's why I'm going to try and find some backup. We're going to need all the help we can get."

Leaping into the air and spinning a web, Spider-Man swung off into the night, wondering how he could get the help he needed. More than that, too, he needed a better idea of just what the Goblin was planning. He couldn't really figure it out on his own, since he wasn't a detective. Of course, that wasn't necessarily a problem when he knew a very good detective who could help him.

Spider-Man only hoped that Moon Knight would be able to help him in time.

Even with Sleepwalker and Moon Knight helping him out, Spider-Man wasn't sure that they would be able to stop the Green Goblin's insanity, whatever it was.

* * *

He looked like a demonic fairy-tale troll come to life, clad in tattered purple clothes and a matching ragged cape. His skin was a bright emerald green, and his bloodshot eyes were a bright gold in color. The grin on his face could have belonged to the Devil himself, and when he spoke it sent chills down the spines of almost everyone who heard him.

His hideous appearance came from the costume he was wearing, but the man inside it carried himself with the practiced ease of someone who had made the costume his whole identity and cared for nothing else in his life. Norman Osborn was once a wealthy chemical tycoon, but he had now given himself entirely over to his costumed persona as the Green Goblin. He had recently reappeared on the New York scene, committing a series of brutal crimes that seemed to have no purpose, but were in fact carefully planned to strike back at his old enemies and set the stage for his ultimate goal, that of becoming the overall crime lord of New York.

The Tomorrow Legion had been conceived as a crime syndicate run by and for supervillains, with the various costumed criminals coordinating their efforts to maximize the amount of money they made and the amount of suffering they caused. Various other villains had made an effort at establishing such a Legion, namely Doctor Octopus, Moonstone and Jack O' Lantern, the criminal who'd come up with the idea in the first place, but their efforts had all eventually been threatened.

The Goblin was certain that he could succeed where the other villains had failed. Rather than attempt to construct a Legion on his own, he'd recruited a number of other villains as lieutenants to help him. Particularly charismatic supervillains who had gathered their fellows into like-minded groups for a particular purpose often described their groups as the Masters of Evil, and the Green Goblin was no exception. Now, as he stood addressing Equinox, Slaughter Boy, Bora, Blackout and Iron Maiden, the Goblin could feel his plans coming to fruition.

_"You can feel it in the air, can't you?"_ the Goblin smirked to his lieutenants in his screeching, manic voice. _"This city is a powderkeg waiting to explode, and we're the spark that's going to light the flame. The city's going to burn, and a new Tomorrow Legion is going to emerge from the flames! That Legion's going to have me as its head, and with you as my lieutenants, New York will be ours for the taking!" _

_"Talk is cheap, Goblin," _Iron Maiden pointed out. _"How do you expect to succeed where Jack O' Lantern and all the others failed?" _Her voice was suffused with a digital echo, a poignant reminder of the blue-colored steel cybernetic armor that kept her alive. Her stylized mask reflected the design of a china doll, with black tears trickling down its cheeks. On her head, she wore an elegant purple hood, a concession to the vanity she could not bear to give up.

"Who cares if he succeeds?" Slaughter Boy leered, slobber dribbling down his face. "When do we get to KILL someone?" he grinned. Slaughter Boy looked as if he lived up to his name, being well over eight feet tall, with dead-white skin, long blue-black hair, a powerfully muscled figure, fingers and toes that ended in large claws, red eyes and an overly longue tongue hanging out of his fang-filled mouth.

_"Oh, you'll get plenty of opportunity," _the Goblin assured him. _"The whole point of the Tomorrow Legion is to coordinate the activities of its members so they maximize their profit and their misery. Past incarnations of the Legion only did it for their immediate, short-term gain, but I have something better in mind. We'll coordinate our activities so as to make the greatest impact, and cement ourselves as the true leaders of the Legion! What other villains would dare oppose us, when they see what we've done?" _

"And how do we know you won't just sell us out when you're done with us, Osborn?" Equinox demanded pointedly, deliberately using the Goblin's birth name of Norman Osborn. Equinox was a bizarre sight, his costume alternately marked with ice or burning flames, and his bizarre mask topped by a pair of crests that sloped backwards and tapered to points behind his head.

_"Oh ye of little faith," _the Goblin sighed reproachfully. _"Don't tell me you've forgotten the whole purpose of the Legion! You and the rest of the Masters will be free to come or go as you please, working with me or going back to operating solo. You're all here because you agreed to cooperate with me. Once the Legion is mine, you'll be able to continue your association or leave me, if you so desire. How is that so difficult to grasp?" _

Equinox and the other villains looked at one another. They didn't exactly trust one another, but the Goblin's promises of wealth appealed to many of them, while the thought of harming innocent victims appealed to some of the others, particularly Blackout and Slaughter Boy.

"I don't know about the rest of you motherfuckers, but I'm in," Slaughter Boy leered.

The rest of the Masters of Evil slowly nodded their agreement, visions of their roles in the Tomorrow Legion dancing in their heads.

(_**Next Issue:**_ Norman Osborn and Senator Robert Kelly have both hatched elaborate plans to realize their goals, and these plans are now reaching fruition. The final phase of these plans are launched as the Masters of Evil commit a series of extremely violent crimes designed to push New York over the edge. Spider-Man belatedly realizes the Goblin's intentions, but even with the help of Sleepwalker and the other heroes he gathers, can he possibly stop his arch-enemy's evil plans? All this and more in _Sleepwalker #69: Mischief Night!_ Guest-starring Spider-Man, Moon Knight, Daredevil, Luke Cage and the Invisible Woman!)


	79. Mischief Night

Experiencing stress was not a new thing for Rick Sheridan, not since he'd gotten the alien Sleepwalker trapped in his mind more than a year and a half ago. Today was exceptionally frustrating, however, because he'd been temporarily laid off from his job at the _Daily Bugle _due to the destruction of the newspaper's city room after the Sleepwalker's battle with the maniacal Green Goblin. The emerald monster had sought to murder J. Jonah Jameson, and while Sleepwalker had managed to save the _Bugle_'s crusty publisher, his battle with the Goblin had wrecked the city room. With no space for Rick to work, Jameson had been forced to let him and a number of other employees go until he got the city room fixed.

It was just about the last thing Rick needed, particularly now that he and his friends were splitting the rent on the home they were renting five ways. Rick's friend Julia had also done work at the _Bugle, _so she was temporarily out of work, too. Although their roommate Kenny might have been able to pick up more of the slack, given that he came from a wealthy family, both Rick and Julia hated the idea that they weren't pulling their weight around the house. Rick knew that he needed to find a new job as soon as possible, particularly given that he still needed to pay tuition for his next and final year of studies.

The trouble was, he wasn't sure who would be hiring at the moment, particularly given that he only had about a year of experience as a copy boy at the _Daily Bugle. _All of the part-time jobs he'd had working at restaurants and grocery stores weren't exactly things he could use to pad out a resume. That was the big question-what was he going to do after he graduated? Would he get a full-time job, or would he go into graduate school?

Rick knew this would be one of the biggest decisions of his life, which was not a comforting realization.

* * *

Within Rick's mind, Sleepwalker felt just as much concern. He continued replaying his encounter with Spider-Man over and over, particularly recalling the worry in the web-slinger's voice as he described how they might be in for the fight of their lives. Sleepwalker had no idea what the Goblin was planning, but from the way Spider-Man spoke it was clear that it was very serious. Spider-Man had talked about involving Moon Knight, the mysterious silver-cloaked hero who'd proven to be unnervingly perceptive when Sleepwalker had allied with him. Moon Knight had skilfully uncovered the truth behind the Lobo Brothers and their lacing the drugs they sold with hallucinogens, and by all accounts he was as much a detective as a warrior. Apparently Spider-Man hoped that Moon Knight would be able to determine what the Goblin's intentions were.

As concerned as Sleepwalker was about what the Goblin was planning, he was even more worried about whether the three of them would be able to stop the Goblin in time. He could strike almost anywhere, and from everything Sleepwalker had learned from reading the _Daily Bugle _through Rick's eyes the Goblin had a vast supply of contacts and resources he could use. Somehow, Sleepwalker doubted the Goblin would be working alone.

He wasn't clear how much he would be able to help Spider-Man and Moon Knight, particularly given that he could only emerge in the human world while Rick was asleep. Whenever Rick woke up, Sleepwalker was pulled back into his mind. There had been a couple of occasions when Rick had deliberately put himself in harm's way so he could be knocked unconscious and release Sleepwalker without being woken up by the sounds of the fight, something Sleepwalker truly hated. While Rick had pretty much fully accepted Sleepwalker as part of his life by now, the alien still felt very guilty whenever Rick let himself be hurt so he could stay knocked out.

All it could take was for Rick to be hit with one strong enough blow, and…

That thought filled Sleepwalker with more fear than any supernatural monster ever could.

* * *

SLEEPWALKER #69

"MISCHIEF NIGHT"

* * *

Once, he had been a wealthy chemical tycoon, both respected and feared by the New York business community, but to Norman Osborn it was as if those days had never happened. After the Amazing Spider-Man and Captain George Stacy of the New York Police Department had destroyed the criminal empire he'd so lovingly built as the Green Goblin, Osborn had subsequently been publicly exposed as the costumed maniac. His legitimate business empire had fallen apart around him, and with so many of the people he'd crossed both as Norman Osborn and as the Green Goblin looking to get even with him, he'd been forced to flee for his life. Fortunately, he'd anticipated the possibility that he might need to escape, and had stashed away millions of dollars in secret offshore accounts for just such an emergency.

It was then that Senator Robert Kelly had contacted him for a mutually beneficial proposition. Senator Kelly had been elected on a platform of forcing mutants to register with the government and otherwise curtailing many of their actions, something that had been popular at the start of the decade when superhuman criminals, some of them mutants, had first started running amuck in New York. Unfortunately, since that time public opinion had turned against mutant registration and in favor of mutant rights, due in no small part to the actions of the heroic X-Men. Kelly's most cherished legislative act, the Mutant Registration Act, had been declared unconstitutional by the U.S. Supreme Court in the landmark case _Jameson V. Kelly, _and the crusading news publisher J. Jonah Jameson had publicly exposed the campaign contributions Senator Kelly had gotten from anti-mutant groups like the Friends of Humanity, who were seen as hate organizations by many Americans.

Both the Democrats and the Republicans were smelling blood, and eager to take Kelly's seat for themselves in the 2008 Senate elections. However, several high-profile incidents over the last year involving super-powered villains causing massive death and destruction in New York had led to calls for harsher sentences for super-powered criminals, and Kelly saw his chance to recover. He'd proposed a full-on Superhuman Registration Act, wherein anyone and everyone with superhuman powers would have to register with the government, going above and beyond his original Mutant Registration Act. To further bolster support for the Act, Senator Kelly had contacted the Green Goblin to get him to arrange yet more supervillain incidents that would further bolster support for the Superhuman Registration Act. In turn, the Goblin and any of his criminal allies could be shielded from the worst effects of the Act, to say nothing of the Goblin being able to get revenge on some of his old enemies by targeting them with the criminal incidents he would set up.

There was an additional benefit for the Goblin, of course. Another costumed supervillain by the name of Jack O' Lantern had hit upon the brilliant idea of the Tomorrow Legion, a loosely affiliated supervillain crime syndicate. In exchange for a part of their profits, the villains could have their plans coordinated to make more money and cause more suffering to the innocent people of New York than any of them could by acting alone. Membership was entirely voluntary, and the villains could come or go as they pleased. So far, Jack O' Lantern had tried to establish himself as the leader of this Tomorrow Legion, as had the criminals Doctor Octopus and Moonstone, but they'd all failed.

The Goblin was convinced he could succeed where they failed, however. Jack O' Lantern and the other would-be leaders of the Legion had simply gotten their fellow supervillains to go on a massive crime spree, designed simply to cause massive chaos. However, the Goblin had recruited a group of lieutenants into his own version of the Masters of Evil, intending to use them as his lieutenants. He and the rest of the Masters would make specific, targeted attacks on different groups that would specifically undermine the city's ability to deal with the crisis, inflicting more long-term damage to the city's ability to recover. Those actions would cement his reputation and credentials as leader of the Legion.

With his life as Norman Osborn in shambles, there was nothing left for him except the identity of the Green Goblin.

And, as the leader of the Tomorrow Legion, he would be a very good Green Goblin indeed.

* * *

Rockefeller Centre was one of New York City's most famous landmarks and cultural institutions. The top of the building offered a dazzling view of the Manhattan skyline, and tourists came by the thousands every year to visit Radio City Music Hall, the statue of Prometheus and the Rockefeller Christmas Tree. All of this history and heritage was lost on the group of people gathering atop the roof of the RCA Building, however. Spider-Man had contacted as many of the city's other superheroes as he could find on short notice, including Sleepwalker, and asked them to meet him there at 11:00 PM.

Flying down to the roof, Sleepwalker blinked in surprise at the group of humans waiting for him. In addition to Spider-Man, there was also the mysterious Moon Knight, clad in the silver armor, mask and cloak that somehow seemed to blend with the night around him. There was also the familiar sight of Susan Richards, alias the Invisible Woman, leader of the Fantastic Four, New York's longest-established group of superheroes. Rounding out the group was a large, bald black man dressed in a hooded sweatshirt, jeans and combat boots, whose ordinary attire stood out from the costumes worn by the humans. As he landed, Sleepwalker nodded in recognition to Spider-Man, Susan and Moon Knight, all of whom he'd met on previous occasions, before turning to the large black man.

"I don't believe I've had the pleasure," the man nodded at Sleepwalker as he approached. "You're…Sleepwalker, right?"

_"Precisely so," _the alien warrior nodded, _"although I must regretfully admit to being unacquainted with your person. Your visage is familiar to me, although I cannot place it…" _

"The name's Luke Cage, Hero For Hire," Luke grinned as he shook Sleepwalker's hand.

_"Do you not conduct your superheroic activities behind the aegis of a secret identity?" _Sleepwalker asked in surprise. _"You are unconcerned with the possibility of your enemies retaliating against your loved ones?" _

"That's right, he hasn't met you yet, Luke," the heroes heard a voice behind them. Turning around, they saw the red-clad form of Daredevil climbing up onto the roof, coming over to join them.

"A'right, fair enough," Luke nodded. "See, I don't use codenames or costumes, 'cause I don't need them. Not good for business."

_"Business?" _Sleepwalker asked in askance.

"I'm one of the Heroes For Hire," Luke explained. "We help out people in need who're willin' to pay us. Some people know the threats are coming, so they wanna take precautions beforehand. They usually aren't too keen on hirin' people who hide behind masks, though, so we don't use 'em. And don't get the wrong idea-we aren't mercenaries, either. Half our work is done for our payin' customers, and the other half is cleaning up our neighborhoods pro bono."

"Alright, now that roll call's over, let's get started," Spider-Man interjected. "I asked you all here tonight because I have the feeling the Green Goblin's planning something bad. Really, really bad," he continued, a distinct edge in his voice. "The whole reason he wanted to become a costumed criminal was so he could become the overall crime lord of New York, and I think that's what he's intending to do. Moon Knight?" he finished, turning to the silver-clad detective hero.

"This is just a working hypothesis," Moon Knight began, "but after Spider-Man told me about his suspicions I started investigating. With all the recent high-profile criminal activities that have happened recently, especially those related to the Tomorrow Legion, the public's begun calling for more and harsher sentences for supervillains. I also noticed that, when the Green Goblin reappeared in New York, I suspected that he might try and relaunch his bid to become the city's overall crime lord."

"Norman Osborn's always been an obsessive control freak," Spider-Man explained with that same edge in his voice, "and once he's got his eyes set on something, he won't stop until he gets it."

"The Tomorrow Legion, as it's called, would be a natural fit for him," Moon Knight went on. "This is also about the time that Senator Robert Kelly started announcing his proposed Superhuman Registration Act. Somehow, I don't think it's a coincidence."

"You think that he's tied in with the Green Goblin somehow?" Daredevil asked in surprise.

"I noticed a pattern in the Goblin's supervillain attacks, and in the incidents I believe are connected to his return," Moon Knight explained. "I noted how many of them were targeted at former enemies of Norman Osborn, and also at people and groups that are heavily involved in the upcoming Senate election. Campaign donors, political action groups, things like that. They look like robberies or just random hits, but there's actually a very careful plan of action behind it all. They're meant to both get back at Norman Osborn's old enemies, and also hamper the political campaigns of Robert Kelly's opponents."

"...How did you figure this out?" Susan asked in amazement.

"Suffice to say I have connections, and I know what to look for," Moon Knight answered.

"So do I," Spider-Man spoke up, the tension almost palpable around him. "And I **know **what the Goblin is probably trying to do. He creates all this chaos and re-establishes his reputation as the best leader of the Tomorrow Legion, even while he helps build support for that rat Kelly and undermines Kelly's opponents."

"And I'm sure it won't just be a coincidence that Kelly's new Superhuman Registration Act fails to stop the Goblin's activities as leader of the Tomorrow Legion?" Daredevil pointed out, as the other heroes scowled and muttered to themselves.

"Now you're catching on," Spider-Man said, bouncing from one foot to the other as he tried to keep himself under control.

"So why'd you call us all here tonight?" Luke Cage demanded. "You just tryin' to give us a civics lesson? 'Cause I could be takin' night classes if I wanted to hear that. Get to the point already!"

"Because I think that, based on what Spider-Man's told me, the Goblin's going to take things to the next level. From everything I've seen, I don't think he's just going to repeat the same pattern that Jack O' Lantern and the others did. It's more likely that he's going to make specific, targeted attacks that will cripple the city's ability to respond, instead of letting the villains run amuck the way the other Legions did. I wouldn't be surprised if he has a lot of hired villains waiting to strike."

"So where would they strike?" Susan asked pointedly. "Places like City Hall and the UN building?"

"Not just there," Moon Knight replied. "Places like churches, theatres, schools, anywhere they think will cause a lot of social trauma."

Luke's eyes flared at this.

"So that's why you called us," he muttered angrily. "Well, do you know where they're gonna hit?"

"Not for sure," Moon Knight shook his head. "That's why I'm hoping the rest of the Heroes for Hire and the Fantastic Four will be able to help us with this."

"Like you even need to ask," Luke shot back, as Susan nodded her assent. "I got dibs on protectin' any targets in or around Harlem."

"And **I **have dibs on the Green Goblin," Spider-Man said coldly, in a voice that brooked no argument. "He is **mine, is that clear?**" he demanded in a tone that none of the other heroes dared to reply to.

Sleepwalker had stood watching in silence during the humans' exchange, and continued to stay silent as the humans discussed which of them would protect which of the areas Moon Knight thought the Goblin or his minions would strike. He had no trouble in agreeing to patrol the area of Brooklyn that Moon Knight asked him to, and was determined to crush any of the Goblin's minions who tried threatening the innocents he had been tasked with protecting.

In his mind, however, Sleepwalker could not help but reflect yet again on how complex and contradictory the human race was, more than any other race he had ever encountered. These humans were willing to risk their lives to protect people they did not know, knowing full well that they could easily be killed in doing so. And yet, the beings they were protecting these people from were other humans, humans who used their powers for destructive purposes and reveled in the suffering they were able to cause.

Sleepwalker spent the rest of the night reflecting on the matter as he resumed his patrols, flying into Brooklyn in anticipation of the Goblin's machinations.

* * *

The Statue of Liberty had been the symbol of New York for more than a century, representing America's commitment to freedom even as it welcomed generations of immigrants to a new life and a better start in pursuit of the American Dream. Even though March was not a prime tourist season, the statue still attracted many visitors every day and was one of New York's most popular sites.

So it was that Moon Knight had been patrolling it on his Angelwing, a one-man jet glider he used as a recon vehicle when the Mooncopter, his prime mode of transportation, was either too big or too conspicuous to use. Moon Knight strongly suspected that the Statue would be one of the Green Goblin's primary targets. He'd been patrolling for more than an hour now, and while he hadn't seen anything out of the ordinary thus far, he knew that sooner or later, they were bound to strike. He cursed himself for not having been able to determine exactly when the Goblin's minions intended to strike, since he and most of the other heroes had their civilian lives to attend to, to say nothing of their need for food and sleep.

As it turned out, Moon Knight didn't need to waste his time reproaching himself. Almost out of nowhere, a series of violent polar winds erupted, as a blizzard erupted above the statue. Balls of hail flew from the sky, pummeling the screaming people below as they tried, futilely, to run for their lives. Activating the thermal radiation sensors in his mask, Moon Knight flew into the storm, bracing himself against the cold as he tried to pinpoint its source. Carefully noting the patterns in which the winds blew and the hail seemed to fail, he soon found what he was looking for, a tall, feminine figure who seemed to be spinning in place at the center of the storm as she rained icy destruction on the crowd below.

Reaching into his belt even as he struggled to stay aloft, Moon Knight retrieved a crescent-shaped boomerang from his belt, and inputted a series of commands into it. The crescent boomerang flew unerringly towards its target as Moon Knight threw it at her, its computer-controlled miniature engine overpowering even the polar winds that blew at it. It struck the tall figure, knocking her off balance and causing the winds to let up as she lost her concentration.

She was a sight Moon Knight would rather not have seen again. The woman was almost seven feet tall, with close-cropped dark hair, clad in a white leotard, a blue jacket and blue knee-high boots. Her name was originally Anzhela Federova, but she was better known as Bora, as she preferred to call herself. Her great height was one of the side-effects of her mutation, which enabled her to generate intensely powerful blizzards and ice-cold winds. Moon Knight had battled her once before, and he'd barely survived the experience. Pulling out a small metal rod, which extended into a long metal staff on the push of a button, he struck at Bora as he flew by, hoping to knock her out. Unfortunately, his crescent boomerang had only struck her a glancing blow, and she hadn't been hit as hard as Moon Knight had thought. She knew he had been coming, and she'd whirled around to confront him.

"You were lucky last time, lunar one!" Bora shouted at her old enemy as she blew him back with a massive hailstone, which she conjured and smashed him with at point-blank range. "Do you really think yourself capable of victory once again?" Twisting her winds to blow Moon Knight's Angelwing glider off balance and leave him vulnerable, she tossed yet another hailstone, intending to destroy the Angelwing and leave Moon Knight to fall to his death.

Moon Knight had anticipated that the Goblin would send a villain with tremendous destructive power to try and kill as many tourists as possible, if not destroy the Statue of Liberty itself, and so he'd lined his costume with an additional protective padding. It had kept out most of the cold and cushioned him from the worst of the first hailstone's blast, but he struggled to stay aloft and keep his focus. Even with his protective padding, he felt the cold sapping his strength, and it only intensified the pain from the hailstone blow. He managed to keep the Angelwing from being broken in two by the sheer force of the blow, but it took a serious hit and Moon Knight could feel its steering integrity damaged.

The winds continued to howl, even as Bora laughed triumphantly. Moon Knight recalled what had made Bora turn to supervillainy in the first place. Originally a ballerina whose talent was only exceeded by her vanity and jealousy, the growth spurt Bora had endured as a side effect of her mutant powers manifesting made her lose her status as a dancer. Bitter and enraged at not being able to make use of her old talents anymore, Bora instead decided to use her new talents to lash out at the world, embittered about losing her old gifts. Anger and jealousy were what drove her now, as were a hatred of those who could pursue their own paths in life.

Bora prepared to throw another hailstone at Moon Knight, and she'd let up on the concentration of her winds to do so. In that moment, Moon Knight threw another crescent boomerang, one that exploded in a gout of flame and caused the hailstone to shatter in Bora's hands. As she recoiled, screaming, Moon Knight threw his metal staff at her, catching her in the gut and causing her to gasp in pain before Moon Knight flew in to catch it.

Moon Knight's guess had been correct-Bora was enraged that he dared to challenge her in the eye of the storm. He had studied her background after he'd discovered who she was, and found that she'd always been insanely jealous of anyone and everyone who even came close to her in dancing skill and threatened her position as prima ballerina. So too it was with anyone who threatened her mastery of the storm.

Screaming in rage, Bora focused all of the storm directly on Moon Knight, taking it off of the tourists on the ground below. Moon Knight feinted as if to avoid it, but his damaged Angelwing couldn't move fast enough in time to avoid it. There was no way he could survive the blast of ice and cold, and Bora knew it. Indeed, Moon Knight flew directly at her, not in the least afraid of death.

Of course, while Moon Knight wasn't afraid of death, he would do his best to avoid it. Timing it as best he could, even though he was half-numb with cold, Moon Knight leapt into the air, off his Angelwing. The glider took the full brunt of Bora's blast, shattering instantly as Moon Knight flew above the blast of cold. Still holding his metal staff in his hand, he lashed out with it, striking Bora full in the face. Dizzied from the blow, she fell back as Moon Knight fell behind her. Lashing out with his foot, he struck her in the back of the head, knocking her senseless. Reaching into his belt with his free hand, he retrieved one final tool, an extendable net, and quickly caught the unconscious Bora in it.

Bora and Moon Knight were in freefall now, but the experienced hero, quickly warming up now that Bora's winds were no longer blowing, reduced his staff back to its small-size and put it back on his belt before retrieving an ankh-shaped truncheon. Firing the truncheon, Moon Knight caused the top of the ankh to fly up towards the statue, trailing a long grappling line that caught on the Statue of Liberty. With precision timing, Moon Knight pressed a second button on the grappling hook, causing it to stop even as the grappling line itself became elastic. The sudden stop might have seriously injured Moon Knight's arm and shoulder, but instead the fall became more like a bungee jump, as Moon Knight and the unconscious Bora continued to bounce up and down until most of the energy was dispersed. Finally, once the bouncing had all but stopped, Moon Knight carefully lowered himself and Bora to the ground, disconnecting and catching his grappling truncheon.

Many of the people around him were battered and bruised from the hailstones, and others had been hurt by flying debris, but thankfully no one had been killed. They surrounded Moon Knight to thank him, voicing their gratitude with loud cheers. Many of them asked for autographs, and weary as he was Moon Knight was only too happy to indulge them.

Still shivering with cold and aching from the hailstone Bora had hit him with, Moon Knight silently signaled his aide Frenchie to dispatch the Mooncopter to their location. He could see the police launch in the distance, and they would be able to take care of Bora.

He didn't know how the other heroes would fare, but he knew that one of the Goblin's schemes, at least, had failed.

* * *

Growing up in a rough part of Harlem, Luke Cage had always been one for finding creative solutions to problems. He'd long deplored the criminal element that infested his neighborhood and dreamed of helping to clean it up, even as he'd needed to find a way to put food on the table for himself and his girlfriend Misty Knight. The industrial accident that had given him steel-hard skin and superhuman strength gave him a way to do both those things. Along with Misty and their other friends Colleen Wing and Danny Rand, all of whom had gained superpowers in their own right, Luke had set the group up as the Heroes For Hire, willing to do dangerous jobs for pay. Given that police and fire crews weren't always capable of handling particular villains, and other superheroes weren't always there when one needed them, Luke and his friends had no trouble finding good-paying customers.

Although Heroes For Hire made tremendous profit due to the group's success rate, Luke and his friends actually lived fairly modestly. Taking only one out of every five dollars the group made to pay their operating and living expenses, the Heroes For Hire pooled the rest of the money into supporting New York's poorer communities. Luke and his friends had provided cash to build recreation centers, renovate churches, hold food drives and provide good plumbing and heating to low-income housing.

That wasn't the only way the Heroes For Hire helped the poorer communities, of course. Half of the crimefighting the Heroes did was for paying customers, and the other half was dedicated to fighting the drug dealers, street gangs, thugs and other lowlifes that caused problems for the poorer neighborhoods they helped. It was another reason Luke and his friends didn't bother with codenames or costumes, since they didn't need to balance their civilian lives with their heroic ones or protect people their loved ones from retaliation. Luke could respect guys like Spider-Man and Daredevil wanting to wear masks to protect their loved ones, but in his case he wanted the criminals he fought to know that he was part of the community he defended, and that they'd have to answer to him if they ever attacked his people again.

Luke had gotten Colleen, Misty and Danny to patrol some of the other areas Moon Knight suspected that the Goblin's minions would strike, but he had insisted on defending Harlem himself. This was his home, these were his people, and it was his job to protect them. It was a good thing he'd volunteered, since he'd gotten word of a brutal attack on one of the biggest churches in the neighborhood. This one hit particularly hard for Luke, given his role in helping to get it built after it was converted from a gang headquarters he had cleaned out.

Luke heard the screams almost two blocks before he arrived on his motorcycle, and when he arrived on the scene he wasn't sure whether he felt more horrified or enraged. Half of the building had already been torn down, and much of the rest was on fire. Screaming parishioners ran everywhere in terror, while the bodies of the dead lay lifeless among the wreckage. Standing in the middle of the carnage, lashing out with his bloody claws at anyone unlucky enough to get close to him, was a towering hulk of a man well over eight feet tall. His dead-white skin, blood red eyes, long drooling tongue, and taloned hands and feet were splattered with blood, and his horrifying appearance was only heightened by his maniacal laughter. He threw a broken support pillar at a group of fleeing people, and laughed even more loudly as the sound of their bodies breaking under the pillar's weight.

Screaming in anger, Luke charged right in at the monster, driving his fist right into the creature's gut as it turned around to confront him. As the monster staggered, Luke kicked it in the face, sending it flying back to crash heavily on the ground.

"You that tired of living?" Luke shouted at the monster as it got to its feet. "Cause I can do somethin' about that!"

"I could have asked you the same thing," the monster smirked, as he picked up a piece of wall. "The name's Slaughter Boy, my man, and I like to think that I live up to it. I was actually hoping one of you hero types would show up," he grinned, drool pouring down his chin, "because I'm hankerin' to kill one of you hero types REAL good!" Slaughter Boy finished.

Luke struck back at Slaughter Boy, but the white-skinned monster was faster than Luke expected. Spinning out of the way of Luke's punch, Slaughter Boy did a complete spin and brutally smashed Luke head-on with the piece of brick wall he was carrying. Pain exploded all through Luke's body as he reeled from the blow, and his agony only increased as Slaughter Boy ripped into him with his razor-sharp claws. Even Luke's skin, which was as hard as steel, was torn by Slaughter Boy's claws, and soon he was bleeding in several places. Gritting his teeth, Luke knocked Slaughter Boy's arms off to the side and then retaliated with a one-two series of brutal punches, sending Slaughter Boy staggering back. Luke reached out to grab Slaughter Boy, but the killer reached back and grabbed Luke's hands in his own.

The two men struggled back and forth for several seconds, seeming almost evenly matched in strength. Luke could press up to forty tons, and he suspected that Slaughter Boy had much the same strength level. He quickly weakened his grip, intending to let Slaughter Boy overbalance before striking back, but instead Slaughter Boy lashed out with his foot and tore a long, bloody gash down Luke's stomach. Luke twisted so Slaughter Boy's foot claws ripped into his leg instead of his groin, but his entire body shuddered with pain from Slaughter Boy's attack.

"Nice try, boy, but I know all the tricks," Slaughter Boy laughed triumphantly. "And I don't mind fighting dirty, either!"

"Just keep laughing," Luke muttered under his breath as he fell to his knees. Slaughter Boy picked Luke up, spun him around and sent him flying back to crash heavily into a far wall, bringing it down around him. Luke was up more quickly than Slaughter Boy expected, however, and this time Luke was the one throwing a large chunk of debris that caught Slaughter Boy full on and sent him staggering back. As Slaughter Boy struggled to his feet, Luke leapt forward with astonishing speed, catching Slaughter Boy by his greasy black hair and holding him in place as Luke smashed him in the face with a vicious roundhouse. His entire body was still wracked with pain from Slaughter Boy's attacks, but he hardly felt it as he dragged the dazed Slaughter Boy over to a large pile of debris and began brutally smashing his head into it. Luke smashed Slaughter Boy's head into the rubble over and over again until the monster passed out.

There were some cheers and cries of gratitude as the weary Luke dragged the unconscious Slaughter Boy out of the church and threw him into the back of the police wagon that had pulled up, but the overall scene was a somber one. Mothers cradled their wounded and dead children, friends sobbed over the dead bodies of their friends, and the church itself, a symbol of togetherness and brotherhood for the whole community, was badly damaged.

Sitting down and letting the paramedics bandage his wounds, Luke hoped that he encountered the Green Goblin before Spider-Man did.

All he wanted, at that moment, was five minutes alone with the psychopath who'd turned Slaughter Boy loose on his community.

* * *

The attacks on the Statue of Liberty and Harlem were intended to demoralize the people of New York, a display of yet more of the seemingly endless tide of supervillain violence that no one could seem to stop. Some of the other attacks, like the one on the New York City Transit Authority headquarters, were designed to paralyze the city. Millions of New Yorkers used the city's buses, subways and trains, and if these were shut down or disrupted it would cause no end of trouble for the city.

So it came as no surprise to Susan Richards when the shadows started to flood the building. All around her, everything slowly seemed to fade to black, as the transit staff who'd stayed because of the essential need of their services moved to their previously established hiding places. Susan was familiar with these energies-Darkforce energies, her husband Reed had called them. Some people were gifted with the ability to manipulate the Darkforce, manipulating it as if it was an amorphous blob or jelly that responded to the user's commands. She'd had to deal with them before as a member of the Fantastic Four, and so she knew what to do.

Had any of the people still in the building been able to see in the darkness, they would have recognized Susan fading from sight as she turned invisible. She was completely blind in the dark, but that didn't really matter, as she extended her force fields all around her. Using them as a probe, she carefully navigated her way through the darkness, every sense on the alert as she strained to determine where the attack would come from.

"Care to come out and play?" Susan heard Blackout's rasping voice leer. "Come out, come out, wherever you are!"

Susan was thankful indeed that Moon Knight had recruited her and the other heroes to counter these threats. If the transit employees hadn't already been alerted, they would have been utterly helpless when Blackout had darkened the building, and he would have slaughtered them. Blackout could see perfectly well in the dark, reveling in the fact that his prey couldn't see him coming for them and enjoying the fear they felt, alone and lost in the dark. So it was that Susan reflected on the irony as she heard Blackout's footsteps to her right. Blackout was walking right by her, but he couldn't see her coming. A thin smile crossed her face as she pondered Blackout, about to suffer the fact of any number of his own helpless victims.

Blackout howled in surprise as the battering ram of force slammed into him with the force of a piledriver. Groaning as he collapsed, he shaped more of the darkness around him into Darkforce, forming it into tendrils that wrapped around the battering ram and tried to tear it down. Susan quickly dispelled the field and created another one, this one made up of her own tendrils that entangled Blackout's own tentacles.

"Who's there?" Blackout snarled, looking around in the darkness. "Is that you, Daredevil?" he demanded, referring to his usual enemy. Susan smiled-she'd caught Blackout off guard, particularly since she wasn't his usual foe. Concentrating, she formed a large ball-shaped force field behind Blackout, bringing it forward to smash him directly in the back. Once again crying out in pain, Blackout lashed out with his Darkforce tendrils, freeing them from the force field tentacles Susan had created. Several of the tendrils lashed Susan, and she cried out in pain, her force fields fading as her concentration was disrupted. Now Blackout was the one laughing as he realized where Susan was. He caused the Darkforce to rise up like vines all around Susan, trapping her.

"And I still can't see you," Blackout chuckled. "I might have guessed-the Invisible Woman, right? Isn't this an interesting twist-the blind battling the blind? Too bad for you, honey-I've been fighting in the darkness longer than you ever imagine. This is where it all ends, you see…"

Susan's response was to release a collection of force field darts, which tore into him and sent him recoiling once again. As Blackout recoiled, Susan broke free of his tendrils with an expanding bubble of force, before stealing off into the darkness. Once again probing with her force fields, she stumbled blindly through the darkened room, knowing that it might be all over if she made even the slightest sound. The hiding transit employees had been doing their very best to stay hidden and silent, knowing what Blackout would do to them if he heard them.

Susan and Blackout couldn't see one another, could only pry and probe with their force fields and Darkforce, respectively. Every little rattle, every gasp, every rustle, was a potential attack, quite possibly the difference between life and death.

In that fact, Susan found her answer.

Sneaking past a collection of cubicles, Susan noted their presence and stopped next to them, before carefully backing up. Finally, she lashed out with her force field, causing the cubicle walls to tip over and crash.

Blackout was there in a moment, his tendrils tearing the cubicle walls to pieces, although Susan was not there. It was then that she struck with everything she had, attacking Blackout with everything from hardened spheres to darts to razor-edged discs to blunt mallets until Blackout collapsed. As he lost consciousness, the darkness his body generated faded into nothing as the light returned. Her eyes blinking as they adjusted once more to the light, Susan caught sight of Blackout, lying bloodied and unconscious in the pile of broken cubicle walls. Clad in a long brown trenchcoat, a dark blue T shirt and tattered jeans, Blackout cut a particularly gruesome figure with his distorted sneering face, oversized fangs and long, snow-white hair.

Shaking her head, Susan knew just how lucky she'd been, and only hoped that Reed, Ben and Johnny would be alright if they ran into any villains at the places they were guarding.

* * *

Madison Square Garden was a cherished part of New York's sports heritage, home to the storied Knicks and Rangers franchises. It had also served as a world-class concert venue, hosting such talented performers as George Harrison, Elton John and Allison 'the Dazzler' Blaire. Tonight Madison continued to live up to its storied existence, as the Knicks game played to yet another sold-out crowd.

Lurking in the arena rafters, Daredevil knew that the chances were good that the place had been targeted. Unfortunately, the city fathers had overruled the police when they'd tried to cancel the Knicks game, saying that it was too late to make alternate arrangements. They'd further explained that there would have been far too much outrage if the game was postponed-New Yorkers were used to a hazardous existence, after all, and most of them would be damned if any superhuman crime got between them and their sports.

Scanning the arena below with his hyper-alert senses, Daredevil heard the faint sound of metal grinding and picked up the odor of flexible steel coming from the rafters to his left. Swiftly focusing his radar in that direction, Daredevil became aware of a slim, lithe figure running through the rafters, approaching the scoreboard that hung ominously over the basketball court. The scent and sound of the metal were coming from the figure, indicating to Daredevil that she was wearing some sort of metal armor.

Stealthily, he leapt across the rafters himself, intending to catch her by surprise. As he approached, he picked up a faint rustling sound and the scent of…fur? The woman, whoever she was, was wearing an expensive mink cape along with her metal armor. As if that wasn't bizarre enough, every time his feet touched the rafters he felt a strange vibrating sensation in them.

Daredevil's curiosity turned to full-blown alarm as he felt the vibrations now emanating from the woman's hands. She was reaching down for the rafters holding the massive scoreboard in the air above the basketball court. If it fell, it would crush many of the players on the court. Chances were that she wouldn't stop there, either-Daredevil suspected that the woman could probably bring the rest of the ceiling down on the crowd, if she so desired. Shouting at the woman to distract her, Daredevil threw a shuriken at the woman. To his surprise, she dodged it with an athletic spin, seemingly unencumbered by the metal armor she wore.

If Daredevil had been able to get a good look at her person, he would have recognized her as the deadly costumed criminal Iron Maiden. She wore a suit of flexible steel cybernetic armor, armor that kept her alive in addition to protecting her body and allowing her to emanate powerful energy vibrations. Her white mask reflected the design of a china doll, with black tears trickling down its cheeks. She always wore a selection of elaborate hoods and capes as part of the vanity she could not bear to give up despite the horrible attack that had claimed her beauty.

"_Daredevil!" _Iron Maiden screamed in recognition as she caught sight of the horn-headed hero. _"You seriously think you can stop me?" _she demanded as she amplified the power of her energy vibrations. All of the metal railings around the scoreboard began shaking with the sheer intensity of Iron Maiden's vibrations, even as the scoreboard began to vibrate dangerously. The crowd and the players below were starting to get a glimpse of what was going on above them, now murmuring uncertainly as to what was happening.

"That's the plan!" Daredevil quipped as he leapt from rafter to rafter. He could joke, but he also knew he was in serious trouble if he couldn't get in close to attack her. The vibrations in the metal rafters were now sounding loud and clear not only to his sense of touch, but also his sense of hearing, particularly once Iron Maiden focused her blasts directly at him. Leaping out of the way of Iron Maiden's first blast, Daredevil was caught in midair by the second and knocked off balance. The vibration blast was painful enough, and bouncing off one of the vibrating rafters made it all the worse before Daredevil finally caught himself on another rafter. His entire body throbbed with pain, which was only made worse by the vibrations that Iron Maiden was emanating across the rafters. Daredevil could hear the cracking and grinding sound, above even the screams of the people below, and he knew he had to act fast. Unfortunately, Iron Maiden was coming after him with another series of blasts, blasts that narrowly missed him and sent powerful vibrations across the rafters, causing them to rattle violently.

It was all Daredevil could do to dodge Iron Maiden's energy vibrations, much less come up with a way to fight back. The basketball game had now largely come to a stop, and people were already fleeing through the exits, but Daredevil knew that if he didn't stop Iron Maiden soon the whole ceiling would come down and crush the thousands of people who couldn't get out in time. Iron Maiden no doubt had the ability to fly, which would explain how she got up here in the first place without being noticed and how she'd avoid being killed once the ceiling came down. His ears echoed with the people's screams and the vibrations of Iron Maiden's energy waves, his radar sense detected the cracking of the rafters all around him, and his nose…

In one quick, single move, Daredevil lashed out with his billy club, following his sense of smell to the scent of the wiring of the stadium lights near Iron Maiden. Daredevil's club wrapped around the wire, and he gave a swift tug. Already weakened by Iron Maiden's vibrations, the electrical cable snapped in two, exposing a live wire that snaked down towards Iron Maiden. Daredevil's billy club was wrapped around a part of the cable that was still insulated, and he quickly recoiled the club with a flick of his wrist, but the live wire connected directly with Iron Maiden and shorted out her armor. Screaming in pain, Iron Maiden stopped her vibrations as she collapsed, unconscious. Her suit's insulated emergency backup life support system kicked in, keeping her alive as she began to fall, but Daredevil quickly caught her with his extending billy club and managed to reel her in. Slowly, wearily, he began making his way down to the upper deck of the arena seating, where the police and security guards were waiting.

Daredevil's entire body still throbbed with pain, and he was worn out from his exertions. That didn't matter much to him at the moment, though, as the cries of terror coming from the people below. had changed to cries of relief and cheers of congratulations to the Man Without Fear in gratitude for what he'd done with them.

He heard every one of those cheers with his enhanced hearing, and a broad smile crossed his face.

* * *

Sleepwalker had no problem being asked to guard the most important power plant in the city, particularly when it was the most probable target for any villains who would want to knock a very large part of New York's electrical grid. Aside from his fighting skills, the alien suspected that he'd also been asked to guard the power plant because he could repair any potential damage with his warp vision, as he had done so many times in the past.

Floating through the power plant's winding corridors, Sleepwalker's eyes narrowed. He couldn't stop thinking about how different this world was from the Mindscape, how complex and contradictory humans were.

_The Mindscape is a dimension of "black and white", as the humans would put it, _Sleepwalker mused. _Every race that inhabits that plane is either benevolent or malicious towards the innocents whose minds are sustained by the Mindscape, and almost every member of any given race conforms to his species' expected nature. How different it is from the humans, who possess such tremendous capacities for good and evil at the same time, who can alternately display compassion and sadism, according to their own individual perspectives and natures. _

For some reason, that thought filled Sleepwalker with…dread? Anger? Sorrow?

He didn't know, and in any event the fiery explosion coming from one of the main generator rooms gave him something new to think about. Charging into the room, Sleepwalker soon saw the source of the flames. The source of the flames was a tall humanoid figure whose body was alternately marked with ice or burning flames, and whose bizarre mask was topped with a pair of crests that sloped backward and tapered to points at the back of his head.

It was Sleepwalker's old enemy Equinox, and he was attacking the power generators with bursts of flame and blasts of ice. The original Equinox, the first man to wear the bizarre-looking costume that gave its wearer the ability to manipulate fire and ice, had been little more than a stupid thug who Sleepwalker had defeated easily enough. The new Equinox, however, was someone who had bought the Equinox costume after his predecessor had gone to jail, and proved far more competent with it than the first one ever did.

So it was that Sleepwalker had no qualms about ambushing him by surprise. Screaming Equinox's name to startle him and get his attention, Sleepwalker used his warp beams to extend the wall behind Equinox into a battering ram that struck the fire and ice villain from behind. As Equinox fell off balance, Sleepwalker charged in, vicious hitting him in the stomach and then punching him in the face as he doubled over in pain.

If Sleepwalker hoped for a quick victory, he was mistaken, as Equinox generated a sheath of flames all around him. The flames caught Sleepwalker at point-blank range, badly burning him and causing him to fall back. His attention now focused entirely on his old enemy, Equinox pounded Sleepwalker with a series of barbed icicles, before catching him with another fireball. Quickly following up his advantage, Equinox generated a stream of concentrated ice that encased Sleepwalker's torso, forearms and shins, binding him to the floor.

"I should have expected that you'd be the one I'd fight, Sleepwalker," Equinox smirked, as he blasted Sleepwalker with a steady stream of flame to keep him from recovering. "Did you know that the Green Goblin still has that million-dollar price on your head? I daresay that you'll make a nice bonus in addition to all the money I'll make as part of the Tomorrow Legion."

Gritting his teeth angrily, Sleepwalker focused his warp vision and blasted away Equinox's flames, before directing his warp beams at the steam pipes between them. The pipes, filled with high-pressure steam, exploded as they were torn open by Sleepwalker's warp vision. They released a powerful blast of steam that extinguished Equinox's flames, giving Sleepwalker the moment he needed to break free from the ice binding him to the floor. Now it was Sleepwalker's turn to follow up his advantage, twisting the pipes with his warp vision to entangle and tear into Equinox.

Equinox shouted with pain as the jagged pieces of pipe tore at him, before he tried generating a field of ice to break free. Unfortunately for Equinox, the ice he tried to generate was badly weakened by the heated steam in the air, leaving him unable to break free. Forced to switch to fire, Equinox managed to break free of the entangled pipes Sleepwalker had trapped him in, but his flames were now interacting with the steam to produce a powerful fog that nearly filled the whole chamber. Equinox could barely see two feet in front of him, and so he rose straight up in the air, out of the way of anything Sleepwalker could warp at him. A smile crossed his face as he realized how he could use the fog to his advantage. Concentrating intently, he prepared to generate a massive blast of fire, one that he could use to destroy more of the generators that continued to function.

Equinox's concentration was disrupted as the floor below him suddenly began to rise up, shaping itself into a large bowl shape as it glowed with Sleepwalker's warp energy. Equinox was forced to focus his fireball on blasting a hole in the side of the bowl to blow it open, following his fireball to the hole.

Sleepwalker was waiting for Equinox as he emerged, viciously punching him in the face and then laying in with a further beating as he staggered from the blow. The alien had correctly anticipated that Equinox would fly straight up, out of range of anything Sleepwalker could affect with his warp beams, and so the alien had instead brought the floor itself up to encase him. From there, it had been a simple matter to listen for Equinox blasting his way out, and then making his way through the fog to attack him as he emerged.

Equinox blasted Sleepwalker at point-blank range with a fireball, but the alien only grimaced and tried to ignore the searing pain. Catching Equinox in the stomach with a punch, Sleepwalker sent him flying back only to have him crash head-on into the extended battering ram Sleepwalker had warped out of the bowl he'd raised from the floor. The sudden stop was too much for Equinox to endure, and he finally collapsed, unconscious.

It was a long, wearying task for Sleepwalker to get rid of the fog still filling the room and repair the damage he'd done. First he'd had to warp a large hole in the ceiling so the fog could disperse, before restoring the floor to normal and repairing the steam pipes and finally sealing the hole he'd made in the ceiling.

As the police officers finally came into the room, Sleepwalker tore off Equinox's mask to see who the man was. The man underneath the mask was black, much like his predecessor. Unlike the idiotic Terry Sorenson, however, this man had a refined, intelligent face and a short but very thick beard. Indeed, if anything he had an almost professorial appearance, one that reminded Sleepwalker of Rick's university professors, who he'd observed through Rick's eyes during Rick's classes.

Sleepwalker was baffled as to what could make such a clearly intelligent man want to pursue a life of crime, and could only keep reflecting on it as the police carried Equinox away.

Granted, even that wasn't as confusing to Sleepwalker as Norman Osborn, the multimillionaire chemical tycoon, deciding to become the maniacal Green Goblin.

* * *

Waiting on the roof of New York City Hall, Spider-Man knew that the Green Goblin was coming. He knew that a control freak like the Green Goblin would reserve the most important and most public part of his attempt to cripple New York City for himself. He knew that an obsessive fanatic like the Green Goblin would want to avenge his worst humiliation, when Spider-Man had thwarted his attempt to blow up City Hall several years ago. He knew that an unforgiving, grudge-holding madman like the Green Goblin would be eager to avenge himself against many members of New York City Council, who he'd made enemies of in his civilian identity as Norman Osborn.

He might have gone after Mayor Michael Bloomberg, Captain George Stacy of the New York Police Department, Captain Stacy's daughter Gwen, or Spider-Man's own Uncle Ben, but Spider-Man knew how unlikely all of that was. Mayor Bloomberg was being kept at a hidden location that was unknown to all but a very select group of police officers; Captain Stacy and Gwen were under heavy police guard at another location; and Spider-Man's Uncle Ben had made very sure to be out of town when the Goblin prepared to strike.

Spider-Man's spider-senses began tingling, even though the evening sky above him was perfectly calm. Looking around in alarm, Spider-Man wondered where the Goblin could be, until he heard the screams, explosions and crashes from inside the building itself. The web-slinger cursed himself as he smashed through the nearest window and into the building, realizing that the Goblin had probably come up through the city subway station beneath the building. Making his way through the building, it didn't take Spider-Man long to determine where the Goblin was, and he quickly made his way there.

Spider-Man swung into a large, open foyer that contained a chilling sight. Broken and bleeding bodies were strewn across the floor and the stairs, the bodies of people who'd fallen victim to the ghastly emerald creature flying above them on a stylized one-man jet glider that resembled a giant bat. The monster resembled a green-skinned imp or troll come to life, with lustrous, almost scaly skin and wearing ragged purplish-red garments. The light in his eyes was that of a madman, and his words were those of a raving maniac. Worst of all was his laughter, the laughter of a sadist and a murderer, who knew what he was and fully embraced the fact.

He was the Green Goblin.

Spider-Man swung up to attack the Green Goblin, but the emerald lunatic quickly spun around to confront him. Severing Spider-Man's webline with a finger blast, the Goblin then blasted Spider-Man head on with his lunatic laugh, a blast of concentrated sound emanating from his mask. Spider-Man crashed heavily into the high wall, clinging to it with his spider-grip, and barely recovered in time to avoid the explosive pumpkin bomb the Goblin followed up with. Spider-Man retaliated by shooting a webline at the Goblin, deliberately missing him. As the Goblin cackled mockingly and prepared to attack again, Spider-Man pulled at his webline, which had connected to the massive chandelier hanging above them. The chandelier was torn free of its moorings and came crashing down heavily on the Goblin, who shouted in pain.

Despite it all, the Goblin was able to lift the broken remains of the chandelier and toss them off to the side, where they crashed down on the stairs. Unfortunately, he left himself wide open to a vicious swing kick from Spider-Man, who whirled around and struck him again as he swung back. The wall-crawling hero then caught the Goblin's glider with another webline, trying to fling it into the wall, but the Goblin recovered in time to sever the webline with a finger blast and fly free. He then blasted Spider-Man with a finger blast from his other hand, forcing the web-slinger back.

"_I knew you'd come!" _the Goblin screeched as he followed up his attack with a flurry of pumpkin bombs that exploded into shrapnel and liquid napalm, forcing Spider-Man to constantly dodge to stay one step ahead of them. _"This is where it ends, web-slinger, and what better way to crown my triumph than to kill the person I hate more than anything else in the world?" _

"Talk is cheap, Goblin!" Spider-Man shouted back, managing to catch two of the Goblin's pumpkin bombs with his webbing and throw them back at the green-clad monster. "Do you seriously expect to be able to destroy a building by yourself?" he shot back. Last time, the Green Goblin had tried to destroy the building with a pumpkin bomb placed in the building's heating ducts. When the heating system activated, the pumpkin bomb would release a special chemical gas that would have made all the heat in the ducts into one gigantic, explosive fireball, destroying the building from the inside. Since then, City Hall had taken special precautions to prevent anyone from using the building's heating system as an explosive charge again.

"_I'm insulted, Spider-Man," _the Goblin laughed as he dodged the bombs and threw another one at Spider-Man. _"Do you honestly think I'd be so stupid as to try the same trick twice?" _he scoffed, his laughter turning into a concentrated sound wave as he used his lunatic laughter to blast Spider-Man when the wall-crawler dodged his last pumpkin bomb. _"Besides, why would I only destroy City Hall?" _he smirked as Spider-Man collapsed on the ground.

Spider-Man's blood ran cold as he stood up and charged at the Goblin again. The Manhattan Municipal Building was near City Hall, and contained most of the city administration's most important offices, as well as many of its computer systems. If that was destroyed as well, the city government would be doubly crippled. His mind raced frantically as he tried to think of how the Goblin could destroy both buildings at once without getting himself killed in the process, before it hit him.

Both buildings were served by the same electrical grid, and if the Goblin had found a way to rig the buildings' power supplies so they exploded…

Frantically, Spider-Man fired his webbing before the Goblin could react, wrapping his most hated of enemies tightly around the chest. Swinging him around like an athlete preparing to throw the hammer, Spider-Man finally released the Goblin, hurling him brutally into the double doors at one end of the room. The Goblin crashed through the doors and into the City Council chambers before Spider-Man immediately followed him in, continuing to press the attack. The Goblin had recovered, and poured on the assault with his lunatic laugh and double shots of his finger blasters, but Spider-Man dodged around all of them and leapt into the air. Swinging with a webline, Spider-Man brutally smashed the Goblin in the face and chest with a swing kick. The Goblin went flying back from the sheer force of the blow, falling off his bat glider and losing the bag of weapons he always carried with him.

Spider-Man followed right behind, and soon the two men, the most hated of enemies, were viciously beating each other in close quarters. They gave and took blows that would kill any ordinary man, fuelled as much by their hatred as by their adrenaline. Peter Parker and Norman Osborn, as they knew each other to be, were fully consumed by their anger, and they neither gave or expected any mercy.

Spider-Man, however, slowly but surely gained the upper hand over the Green Goblin. The Goblin tried to counter with his lunatic laugh, but Spider-Man hit him in the jaw with a vicious roundhouse that destroyed the lunatic laugh device. The Goblin tried to counter with his finger blasters, but Spider-Man quickly seized his hands and tore off his gloves.

"Give it up, Osborn," Spider-Man snarled, as the Green Goblin staggered. "It's over."

"_I…I…" _the Green Goblin gasped, as he struggled to stay standing. _"You… won't…" _

Inwardly, he was seething with rage at Spider-Man's interference, although he did well to hide the exciting thrill he was feeling at his impending triumph. With the neural controls in his mask, he commanded his bat-glider to rise up behind Spider-Man and extend a long, sharp blade from the mouth on its front.

"_DIE!" _the Goblin screamed, as his bat glider lunged at Spider-Man from behind. Unfortunately, in his rage the Green Goblin had forgotten about Spider-Man's most valuable power, his spider-senses. Those same spider-senses alerted Spider-Man to the bat glider coming up behind him, and he backflipped over it, out of the way. The Goblin couldn't react as swiftly, and soon he was faced with his own bat glider bearing down on him, its murderous blade shining brightly.

The Goblin screamed in agony as the bat glider's blade impaled him and the glider brutally drove him back into the wall with a sickening crunch. As the Goblin slammed into the wall, his head crashed against a protruding wall-fixture, cracking his skull and causing blood to ooze from the Goblin's shattered mask.

Spider-Man was stunned by the Goblin's sudden impalement. For a moment he hesitated, unsure of what to do, before he turned towards the Goblin's discarded weapon bag, searching through it for anything that might help him locate the device set to blow up City Hall and the Manhattan Municipal Building. Thankfully, mercifully, it didn't take him long to find it. Even with his mediocre engineering skills, Spider-Man could see that the thing was a remote detonating device with a countdown function. It would let the Goblin know how much time he had before it blew up, as well as detonate it earlier if necessary. It also had a deactivation function, which Spider-Man quickly used, heaving a sigh of relief as the monitor on the device confirmed its deactivation.

It was then that Spider-Man remembered that the Green Goblin was impaled on the wall near him, bleeding and quite likely dying. A part of Spider-Man wanted to smile at that, to leave him to rot and die like the human garbage he was.

_My God…_Spider-Man thought to himself in horror. _What's wrong with me? _

The Goblin deserved to be punished, all right, but in a court of law, not left to die like a wounded animal.

Looking around quickly, Spider-Man saw a telephone on one of the nearby desks, which he used to frantically call the police and the paramedics. Spider-Man could only hope that the paramedics would arrive in time to save the Goblin.

It was only later that evening, when he was resting at home, that Spider-Man would be floored by the irony of that thought.

* * *

"What's up, Doc?" Spider-Man tried to joke wearily at the hospital. The paramedics had taken him to the hospital along with the Green Goblin to treat the injuries both men had suffered in their fight. With the adrenaline of battle fading, Spider-Man ached all over, and longed to get home and get some rest, although he knew his night was far from over. Thankfully, the doctor had allowed him to keep his mask on, and had skillfully bandaged Spider-Man's injuries without exposing the hero's identity.

"You'll be fine with a few days rest," Dr. Jon Carmichael assured Spider-Man. "As for the Goblin…"

"Come on, Doc," Spider-Man prompted him, all trace of humor now gone. "I think I have a right to know."

"That blade in the Goblin's glider severed his spine," Dr. Carmichael replied grimly. "He'll never be able to walk again. Ever. And that's not even the worst of it," the doctor continued.

"What do you mean?" Spider-Man asked, feeling slightly sick.

"He suffered a compound skull fracture when his glider smashed his head into that wall fixture," Dr. Carmichael explained. "It drove broken shards of his skull directly into his brain. We managed to extract them all, but the Goblin's suffered what's probably going to be permanent brain damage."

"Brain damage?" Spider-Man repeated, now feeling more sick than ever. "He won't be able to heal from it?"

"His superhuman abilities are the only reason he's even still alive," Dr. Carmichael shook his head. "Any ordinary man would have been killed by the impact. As it is, he's going to be a drooling vegetable for the rest of his life. Frankly, considering the number of people that sick freak has put in this hospital, I don't think it could have happened to a nicer guy."

Spider-Man felt much the same way, noting the look of disgust and frustration on Dr. Carmichael's face. How many people, victims of supervillain crime, had the doctor had to treat over the years?

Reflecting on the matter, Spider-Man almost couldn't believe that it was over. His years-long blood feud with the Green Goblin, his most hated of enemies, was done. The Goblin would never trouble anyone again, least of all Spider-Man himself. Considering the brain damage the Goblin had suffered, Spider-Man wondered if he even remembered his own former identity as Norman Osborn, much less Spider-Man's true identity of Peter Parker.

Surprise, bemusement and disgust were Spider-Man's only feelings at the moment. Surprise that his feud with the Goblin was over, bemusement at the horrible fate his old enemy had suffered, and disgust at everything the murdering psychopath had tried to do. He'd committed domestic terrorism for the sake of becoming the city's new crime lord, spilling or risking the blood of hundreds of innocents for the sake of enriching himself with blood money. Spider-Man didn't feel the slightest bit of pity for the Goblin, or the least bit of remorse for the role he'd unwittingly played in the Goblin's current situation. The monster had brought this gruesome fate on himself, caused by his own bloody, murderous plans.

A sense of anger began to fill Spider-Man as he realized that Senator Kelly would probably escape punishment, even though he was the one who had hatched this whole disgusting scheme in the first place, all to save his own sorry political hide.

Unless…

To Dr. Carmichael's surprise, Spider-Man sprang up and ran towards Norman Osborn's hospital room, looking for the bag that held the Goblin's arsenal.

Spider-Man knew what he was looking for had to exist, and it had to be there.

Norman Osborn simply would not have had it any other way.

* * *

The _Daily Bugle _had been printing smaller editions ever since the newspaper's city room had been destroyed by the fight between the Goblin and Sleepwalker. Most of the content was now coming directly from the newspaper's editor-in-chief, J. Jonah Jameson, with so many of his staff temporarily laid off until he could get the city room fixed.

Glancing through the newspaper the next morning, Rick Sheridan was floored to see the full expose of Senator Robert Kelly's plot to use supervillains as domestic terrorists to increase support for his Superhuman Registration Act. Reading through the long story, Rick learned about how the police had found, in the Goblin's arsenal bag, electronic copies of all the correspondence and meetings Norman Osborn had had with Senator Kelly. Apparently Osborn had been intending to keep the correspondence as blackmail material. He was so paranoid that he kept the correspondence on his person at all times, and now it served to ensure that, even though Osborn and the rest of the Masters of Evil were going down, they were taking Senator Kelly with them. The senator had been arrested trying to flee to the Cayman Islands on a false passport before being brought back to Washington. He was set to face hearings to be expelled from the Senate, after which he would be shipped to New York to face domestic terrorism charges. In all likelihood, he would be spending the rest of his life in jail.

Jameson had, in fact, written almost the entire edition of the paper by himself, trying to tie Senator Kelly's plot into the larger goals of the anti-mutant movement. He directly named names in the anti-mutant movement, accusing them of wanting to profit from the death and horror Osborn's Masters of Evil had tried to inflict on the city as a way of discrediting superhumans, especially mutants.

Shaking his head in disgust, Rick could only reflect on the depths to which some people could sink.

* * *

Within Rick's mind, Sleepwalker was thinking much the same thing, although the alien's reflections went somewhat further. Even after being trapped in Rick's mind for more than a year and a half, Sleepwalker was still bemused by the fundamental differences between Earth and the Mindscape. And yet, in spite of that, he had carved out a distinct place for himself in this world, operating as a superhero almost by instinct, even though he was of a dimension and a mindset entirely different from that of the earthly humans.

Once again, as always, he felt the pain of missing his home in the Mindscape, and the fact that he did not deserve to return there. He also felt the confusion borne from the fact that he had formed close friendships with so many humans, even though he was a Sleepwalker and did not belong on Earth.

He felt pain, confusion and joy all at once.

(_**Next Issue:**_ With Rick and Julia both out of work, they and their friends start feeling the cash crunch. Rick tries to alleviate it by pursuing a new line of work, one that he hopes he will be able to parlay into a career. Sleepwalker has problems of his own, however, when the Ringer escapes from prison and joins in a chase for a valuable cache of diamonds! All this and more in _Sleepwalker #70__:__ Wild Rings__!_)


	80. Wild Rings

Leila Davis looked through the window of her cell with a scowl, her gaze passing over the women's exercise yard below her. Her fellow inmates disgusted her, and she was indeed glad that she didn't have to spend any time with them. They ranged from hardened sadists and brutal female gangbangers to drug addicts and white trash losers, and Leila saw associating with them as beneath her. Fortunately, the fact that she got her own private cell and delivered meals meant that she could keep to herself, aside from the escorted visits she got for conjugal visits with her husband.

Yes, she loved her husband very much. Anthony Davis was the big shot in Attica Prison, given special favors by the guards in exchange for his using his engineering talents to do projects for them. He'd repaired their appliances, powered up their cars and cleaned up their computers, and in exchange they gave him his own private cell, romantic dinners with Leila, and other cushy deals. Leila got her own specialized treatment as well, which kept her separated from the rest of the female inmates.

Things might have been different if Anthony and Leila were confined at Riker's Island instead of Attica. Anthony had embarked on a supervillain career as the Ringer, using a battlesuit of his own design that allowed him to use deadly rings as weapons. The rings could be customized into ladders, lariats or whips, as well as be imbued with explosive, constricting or freezing properties, as well as given razor-sharp edges. As the Ringer, Anthony had been establishing himself until he'd run into Sleepwalker, who had just appeared in New York as a superhero. Sleepwalker had defeated Anthony and he'd been sentenced for his many crimes, up to and including crippling one of the New York Yankees' star players.

Along with being innately deadly, the Ringer battlesuit also stood out in that it was easily adapted to fit a wide variety of body shapes and sizes. After Anthony's arrest, Leila had taken one of his spare suits and set out as the Ringer herself, eager for revenge against Sleepwalker. She'd managed to encounter the strangely clad hero and had very nearly won their battle, except for the intervention of a New York police officer who'd bought Sleepwalker the time he needed to subdue her. Leila had been sent to Attica, probably as a favor to Anthony, but a part of her wished that she and her husband had been sent to Riker's Island to enjoy the company of the other supervillains.

Leila admired the rest of the supervillain profession, people who could crush anyone and everyone who stood in their way, and fight superheroes like Sleepwalker on even terms. They also tended to have much more in the way of talent and intelligence than most of the non-powered riffraff at Attica. Anthony was lucky in that many of the other supervillains who committed their crimes with specialized equipment, such as Boomerang, the Shocker, 8-Ball and the Porcupine, were often sentenced to Attica and he could enjoy their company. Unfortunately, Leila didn't have that same luxury, since most female supervillains tended to commit their crimes with natural superpowers, and so needed to be confined at the Raft or other facilities specially designed to hold them.

So it was that Leila was left to spend her days pondering several issues. One of those issues was how to bust out of Attica Prison. Another one was how she could get revenge on Sleepwalker. The final question was how to set herself and Anthony up once they got out of jail. She was by far the more skilled of the two when it came to using the Ringer suit, and she would be more than willing to use it again, supported by Anthony's genius.

And if she fought Sleepwalker again, so much the better.

The only reason she hadn't killed him before was because of that interfering cop.

Next time, the hooded freak wouldn't be so lucky.

* * *

SLEEPWALKER #70

"WILD RINGS"

* * *

Rick Sheridan frowned as he came into the kitchen of the house he and his friends were renting and saw his housemate Red Ericsson paying some bills. He'd temporarily lost his job as a copy writer at the _Daily Bugle _due to the damage done to the _Daily Bugle'_s city room from a battle between the supervillain Green Goblin and the alien hero Sleepwalker, who was mentally bonded with Rick and dwelled in Rick's mind. Since that time, Rick had been wondering what he should do, particularly since he only had one more year of university before he would graduate. He and his friends were splitting the rent on their house five ways, and since Rick and his friend Julia had both lost their jobs Rick was wondering how they would pay the rent.

"Hey man," Red greeted Rick as Rick came into the room, the tapping of his cane alerting Red to his friend's presence. "So, how'd it go?"

"Well enough, I guess," Rick shrugged. "The guy said that I'd start getting paid in about two weeks." Rick had gone to the unemployment office to apply for benefits that he would be able to use to help pay the bills until he went back to the _Bugle _or got another job.

"That's the government for you," Red muttered. "Did the _Bugle _have any idea on when they might reopen the city room?"

"Damned if I know," Rick shook his head. "Apparently it's getting completely refurnished with all new equipment, on top of actually fixing the damage to the room."

"So until then, you and Julia are both mooching welfare," Red smirked.

Rick only frowned and looked away at that.

"Come on, man, I was only kidding," Red assured him. "Besides, Spring Break is about to start. You could sure use the break, you know?"

"Yeah," Rick nodded, "but I'm not just concerned about the _Bugle _job. I'm trying to decide what I'm going to do after I graduate."

"Were you going to go to graduate school?" Red asked him.

"Maybe," Rick shrugged. "Either that, or maybe get a more permanent job. I mean, we can't be in school forever, right?"

"Hell no," Red agreed. "What did you have in mind for work?"

"I was thinking of becoming a book editor or something like that. I've always loved literature, and I figure I could really help out new authors improve their work."

"Yeah, but print isn't exactly a thriving medium these days," Red reminded him. "Frankly, it's a miracle that the _Daily Bugle _is doing as well as it is."

"Don't I know it," Rick muttered.

"Have you ever thought about communications, or public relations, something like that?" Red asked him.

"Yeah, but I'm not really into that political stuff you and Julia like so much," Rick pointed out.

"Who said anything about politics?" Red persisted. "Lots of companies need good writers to prepare technical manuals, write blog posts or Twitter feeds, draft service agreements and contracts, shit like that. You could probably work for any number of companies."

"Huh, I never even thought of that," Rick muttered in surprise. He briefly mulled over the fact that he didn't really know much about those types of jobs, but then he hadn't known much about most of the subject matter he'd had to edit at the _Bugle _and he'd done perfectly well at that. And it didn't even have to be a 9 to 5 job, either-if he freelanced, he could probably set his own hours, which might come in handy whenever he needed to release Sleepwalker.

"Thanks, Red," Rick smiled at his buddy. "I really appreciate it."

"Anytime," Red reassured him.

* * *

Anthony Davis, by virtue of his good behavior and his constantly doing mechanical favors for the prison staff, was almost a kingpin at Attica Prison. He could have almost any favor he wanted, although he was very careful never to overstep his bounds and ask for anything that could get his special status revoked. Corruption in the prison system was one thing, but anything that could be sniffed out by the media was another matter entirely.

That said, Anthony was frequently smuggled out of the prison to do particular technological jobs before being returned. Today was no different, as he was being ushered out of the prison and into an unmarked van in the dead of night, informed that he had another "customer" who wanted his help. Any other inmate might have been suspicious and nervous, but Anthony was secure in the knowledge that he was too valuable for the prison officials to lose, and too many of them had too much invested in him to let anything happen to him.

When the van stopped, Anthony emerged from it in front of a sumptuous Long Island mansion. He followed the prison officials in silence as they walked up to the front door and rang the doorbell, and continued to follow them as they were let into the house. While not the largest mansion on the block, the interior was tastefully decorated and Anthony wondered what the house's owner could possibly want with him.

Anthony's escorts led him to a pair of double doors and gestured towards them, indicating that he should enter. Knocking on the doors, Anthony entered at the person's call and looked around at the elaborate study he had just entered. Sculptures, paintings and bookshelves competed for space in the elaborately oak-paneled room, although Anthony's attention was attracted to the massive desk at the center of the room. Sitting at it was a stern-looking middle-aged man with an icy demeanor, who seemed to be as cold and hard as one of the sculptures decorating the room. Judge Elias Tomb was widely known in the legal community for living up to his name, particularly with the hard sentences he handed down from the bench.

"Sit down," the judge said, gesturing to a comfortable chair across from his desk, and Anthony did just that. "I hear you've been doing a lot of favors for the prison staff in Attica."

"Yes I have, Your Honor," Anthony replied calmly. He was calm, businesslike and above all quiet. Just as in his courtroom, Judge Tomb liked to be the one to control the pace and the flow of any discussion he was part of.

"Have you ever been to Nigeria?" Judge Tomb asked.

"The country in Africa?" Anthony asked in reply. "Can't say I ever have."

"You've heard about the '419' schemes that country is famous for, I'm sure," Judge Tomb noted, propping his elbows on his desk and linking his hands together as he continued to stare at Anthony intensely. The schemes revolved around e-mailing gullible people elsewhere in the world, defrauding them out of their money with promises of a much greater windfall. Although these schemes were done in many parts of the world, Nigeria was the country unlucky enough to become publicly associated with them. Such was Nigeria's association with them that they were known as '419 schemes', after the part of Nigeria's criminal code that dealt with electronic fraud.

"Certainly, Your Honor," Anthony replied.

"My father is getting on in years, and isn't quite as lucid as he once was," Judge Tomb replied, seemingly changing the subject. "He fell victim to one of those schemes, and lost over $300,000. I want it back."

"Through what method?" Anthony asked, an intrigued look on his face.

"I have all the financial records of the transactions," Judge Tomb said, reaching into his desk drawer and pulling out a memory stick. "What I want to know is if you can hack into the scammers' accounts and retrieve the money they took from my father."

"I love a challenge, Your Honor," Anthony smiled.

"As additional incentive, I have a particular bonus for you if you succeed. I'm sure you've heard of the Devil's Tears?"

Anthony's eyes lit up. Of course he'd heard of the Devil's Tears, a set of perfectly cut matching diamonds worth over ten million dollars.

"Those diamonds were stolen from me several years ago," Judge Tomb continued, his face becoming a mask of anger, "by a criminal who disagreed with the sentence I'd handed down to her boyfriend. I recently learned where the diamonds are, from another criminal who hoped to bargain a lighter sentence. He failed, of course, but there was no reason to dissuade him from trying. If you retrieve my money, I will tell you where the diamonds are being kept."

A part of Anthony wanted to agree, but something didn't seem right to him.

"If I may ask, Your Honor, do you want the diamonds back for yourself?"

"I collected a substantial insurance settlement for them," Judge Tomb shook his head. "If I got the diamonds back I would face legal questions I could do without, particularly considering how I learned where they were. If you were to retrieve the diamonds, you could do whatever you wished with them. Besides," the judge's eyes gleamed, "I presume that you would have to fight the people who currently possess the Devil's Tears. Considering what you did to that player for the Yankees, as the Ringer you would be ideally suited to deliver a suitable punishment to the people who now hold my diamonds and who stole them from me in the first place," he smiled wickedly. "As I'm sure you know, I have a lot of influence in the justice system. I can have you paroled with a minimum of difficulty, and I will do so if you retrieve my father's money."

"I'm quite happy to accept your proposal, Your Honor," Anthony smiled, "but I just have one request."

Judge Tomb raised an eyebrow at that, having little patience for people who asked favors of him.

"Would you be willing to parole my wife Leila instead? She's much more skilled with the Ringer suit than I am, and she would be able to do a lot more damage than I ever could," Anthony explained.

Judge Tomb only smiled back at him in agreement.

* * *

Eric Silverwind grimaced as he shifted in his chair, before finally standing up and cursing as he got out of it. He wasn't surprised that some part of the frame had cracked and was poking him in the ass, given how old the damn thing was. The ugly yellow-orange upholstery marked it out as coming from the early 1970s, and it wouldn't have surprised Eric at all if it had been here all this time. Granted, the entire building was like that-ceilings stained from leaky pipes, electrical systems that functioned on a wing and a prayer when they weren't a serious fire hazard, a heating and air conditioning system that swung from hot to cold and back several times a day and plumbing that smelled like decomposing shit no matter how many times it was cleaned and/or was more rust than metal. The décor was no better, of course-rickety beds, soiled mattresses, and chairs and tables that were top of the line when they were made back in the 1970s and early 1980s but were now held together with a combination of glue, duct tape and prayers.

Anyone who stayed at the St. Thaddeus House of Sanctuary homeless shelter obviously wasn't expecting a five star hotel. Still, even by the standards of New York City the shelter was run down, and it only reinforced the sense of hopelessness many of the homeless people who stayed the night there felt. Eric was one of them-while he worked stocking shelves during the day and moonlighted as a taxi driver, he typically only made enough money to provide Jenna and their kids with enough support to barely cover the bills. There simply wasn't enough room for Eric, Jenna and their kids at her parents' place, so Eric often spent his nights in cheap motels or homeless shelters like this one, as frustrating as it could be.

Of course, Eric knew how lucky he was to have a job and a steady, if weak, income.

And yet, looking around him at the filth and decay of the shelter, Eric simply couldn't feel anything but sheer hopelessness.

* * *

It was hard to tell which was more unbelievable, the fact that sniveling little Mike Cole had survived in the criminal underworld for as long as he had, or the nature of Maxwell Jensen, the criminal who Mike was meeting with tonight.

Mike Cole was a scrawny little man with a thin, patchy goatee, constantly darting eyes and a whiny, wheedling voice. He looked like a stereotypical underworld snitch, the kind of person who would insult another man in a bar and then hide behind his much bigger friend who would fight his battles for him. Indeed that was how Mike Cole had gotten through most of his life. Most everyone who met the little rat couldn't stand him, but he'd made himself very useful to much of the underworld through his extensive connections and network of favors. Indeed, it was pretty much the only thing that kept him alive at all, considering the number of people who'd have loved to literally paint the town red with his insides.

Maxwell Jensen knew all this, of course, but even then he still couldn't quite believe that puny little Mike was still alive, much less giving him this favor. Not that Maxwell was really one to talk about unbelievable things, considering his appearance. He resembled nothing so much as an anthropomorphic elephant, with the grey hide, large wide ears, ivory tusks and long trunk of an elephant, along with the mouth, hands and feet of a human. At eight feet tall, he towered not only over Mike but over just about any other human he encountered. His mutant powers, which granted him the physical strength and appearance of a bull elephant, made him stand out even among his fellow mutants. It had become trendy among many young mutants to give themselves codenames similar to those used by superheroes and supervillains, even when they were neither, and so Maxwell preferred his mutant name of Mammomax, when he knew described him very well.

"This had better be important, Mikey," Mammomax sneered at the skinny little man who faced him in the alley. "Just how many favors is it you owe me, again?"

"Oh, it's good, really," Mike replied with an ingratiating smile.

In response, Mammomax just snorted and coughed, before he spat at the wall of the building facing him. His spit, or rather his stomach acid, which he could vomit up and spit out at will, hissed and bubbled as it ate into the brick wall, ensuring Mike got the message.

"And don't try and shit me, either," Mammomax reminded the little runt.

"Oh, I'm not shittin' you, Mammomax," Mike grinned. "It's the Devil's Tears, dude! Worth ten mil! I found out who's got 'em!"

"The Devil's Tears, huh?" Mammomax rubbed his chin thoughtfully, before moving to rub one of his tusks. "So, who's got them?"

"Her name's Ann Weying," Mike said, before he gave Mammomax her address. "She's a waitress at the Bar With No Name. She stole the Tears from some judge that sent her drug dealer boyfriend to Sing-Sing. I hear that she's planning to sell them pretty soon."

"The Devil's Tears were stolen a year ago," Mammomax pointed out with a frown. "Why'd she wait so long to sell them?"

"'Cause she wanted to wait until the heat died down," Mike explained matter-of-factly. "She figured she'd get more money for them once people started wondering whatever happened to them, too. Once she auctions them off, she figures she's going to bribe her boyfriend out of jail and then they're going to run off to Mexico together."

Mammomax nodded. So far, everything Mike had told him made sense.

"So when's she going to auction them off?" he asked.

"Three days from now," Mike replied. "I haven't told anyone else about this because I owe you, Mammomax. The way you busted that loan shark really saved my head. So, we cool now?"

"Oh yes, you definitely returned the favor I did you," Mammomax nodded. "You see though, Mikey, the real reason I killed Johnny Vito is because he was an anti-mutant bigot. He and his boys were harassing my sister on account of me being a mutant. You honestly think I give a shit about a pissy little douchebag like you?" the elephant man sneered.

"Wha…? Mammomax?" Mike whimpered, seeming even smaller than usual at that moment.

"You see Mikey, I never liked you," Mammomax explained calmly, as his trunk rose up in front of him. Lashing out with the speed of a striking cobra, Mammomax's trunk wrapped around Mike's throat and lifted him right off the ground, even as the little man struggled to break free of its grip. "In fact, I doubt anybody ever liked you. Everybody I ever talked to couldn't stand you, you know that?"

Lashing out with his ham-sized fists, Mammomax delivered two vicious punches to Mike's chest, breaking his ribs and causing him to squeal in pain. That squealing grew into a full-fledged scream as Mammomax coughed once more, summoning up his highly potent stomach acid for another spit. This time, his spit caught Mike full on in the torso, searing through his clothes and his body like wildfire. Contemptuously, Mammomax released Mike and dropped him to the ground, bemused at the way the dying man was twitching.

* * *

The alien hero Sleepwalker, freed from Rick's mind after Rick had gone to sleep for the night, flew across the New York skyline as he reflected on everything that had recently happened. He was one of the many superheroes who'd helped the amazing Spider-Man thwart the Green Goblin's insidious plot to re-establish himself as a supervillain crime lord. Spider-Man had subsequently exposed the Goblin's actions as part of a larger political plot by Senator Robert Kelly to pass his sickening Superhuman Registration Act.

The whole series of events had been particularly fascinating for Sleepwalker, who had noticed the way humans like Norman Osborn and Senator Kelly had hidden their true natures behind perfectly respectable facades, and were willing to commit the most abhorrent acts to increase their power and wealth. The ability to disguise one's true nature, almost chameleonlike, was something that Sleepwalker still had trouble fully understanding even after being trapped in Rick's mind for a year and a half.

_In the Mindscape, I battled otherworldly demons like Cobweb, Nightmare, D'Spayre, the Shadow King, John Edward Cicala and the Scarecrow, entities whose terrifying outward appearances reflected the truth of their inner characters, _the alien realized. _And yet humans such as Kelly and Osborn were the pinnacle of respectability in their society, even as they disguised the darkness that dwelled at the center of their hearts. _

_Other humans such as Spider-Man and Daredevil project the appearance of ordinary, everyday citizens who go about their daily lives. They conceal their natures as courageous heroes, only displaying the true nature of their hearts when they attire themselves in their outlandish costumes and act to defend the innocent with their superhuman abilities. Indeed, so prevalent is the tendency that many humans suspect that I too am a human in a strange costume, until I am made to correct their perceptions. _

_All this in comparison to the Mindscape, where one's outward appearance corresponds almost exactly with their innate nature, _the alien realized. _Almost all Sleepwalkers exhibit the behavior expected of Sleepwalkers, almost all Thirdyes exhibit the behavior expected of Thirdyes and almost all Bad Ideas exhibit the behavior expected of Bad Ideas. _

The sounds of screams, crashes and fighting jolted the alien from his pondering. Scanning the ground to determine where the sounds were coming from, he realized that they came from a run-down house with the lights on, when most of the other ones were dark. Sleepwalker immediately flew to ground level, his heart pounding with the anticipated expectation of battle.

The scene he saw in the house was just what he'd expected. A group of heavily armed thugs were shouting angrily as some of them viciously beat two men and some of the others forcibly held back the women and children who screamed as they saw their loved ones being viciously beaten.

Opening a hole in the window with his warp vision, Sleepwalker screamed angrily as he charged in. He caught the thugs completely off guard, forcing them to let their hostages go as they scrambled to react to his assault. Two of the nearest thugs came at him with their baseball bats, and Sleepwalker caught the weapons in his hands. Tearing the bats out of the thugs' grasps, Sleepwalker's eyes glowed once more as he reshaped the metal bats into the short stabbing spears he often wielded in melee combat. Thrusting the spears forward, he forced one of the thugs back as the other one ducked. Sleepwalker kicked out viciously with his foot, catching the thug in the face and knocking him senseless with a single blow.

As he charged after the thug who had retreated from his initial attack, Sleepwalker immediately turned his head and focused his warp beams on the guns some of the other thugs were cocking, sealing the chambers shut and causing the pistols to explode in their hands. A couple of their buddies attacked Sleepwalker from behind, but the alien spun around with his spears leading, and the thugs howled in pain as they dropped their weapons, their arms suddenly red with blood. They sank to their knees as Sleepwalker leapt at the group of thugs who'd tried to shoot him with their guns. They tried to fight back, but Sleepwalker had beaten them into submission in a matter of seconds.

The last thug, the one who'd initially retreated from Sleepwalker, tried to get away through the hole Sleepwalker had warped in the window, but the alien's eyes gleamed as he used his warp vision to return the window to normal. Now trapped, the thug cowered against the wall, begging for mercy as Sleepwalker advanced on him, the alien's spears still dripping blood.

"D-d-don't kill me, man!" the thug begged, sinking to his knees. "Please…p-please…"

"_Such are the depths of your courage that you stand your ground against helpless victims that you outnumber, and yet flee when you are confronted by any entity with the capacity to oppose you on equal terms," _Sleepwalker spat in disgust. _"You would do well to explain the presence of this collection of lowlifes and why you chose to attack this residence. You would also do well to explain quickly, for I am uncertain as to my ability to maintain my composure and hold my temper in check!" _Sleepwalker shouted, his voice rising as he brandished his spears.

"They ratted us out to the cops!" the thug whimpered, completely intimidated by Sleepwalker and his bloody spears. "We's teaching them what we do to snitches!"

"_How admirable," _Sleepwalker sneered, grabbing the thug by the throat. _"My esteem of your courage has increased a thousand times over by your admission. You would do well to commit to memory the incontrovertible fact that, should you effect your release from custody and find yourself in these environs once again, I will find you. You may be assured that, whatever you may suffer in prison, you will be begging to return to your previous circumstances by the time that I have finished with you!" _

Scowling in disgust, Sleepwalker tossed the thug to the floor and piled him up with all the other unconscious and wounded gangbangers. Gathering up their guns, knives and bats, Sleepwalker focused them all into bindings for the thugs with his warp beams. He securely cuffed the thugs' arms and legs before turning to the family, who stood watching him silently.

"_You are unharmed?" _Sleepwalker asked calmly, as they nodded.

"You saved us, Sleepy," one little boy smiled up at the alien, who looked down to meet his gaze. "Thanks."

A rare smile found its way onto Sleepwalker's face as he knelt down to the boy's level and gave the boy a fist-bump.

_My previous ruminations were not entirely correct, _Sleepwalker thought to himself as he heard the police sirens outside. _It is quite clear that there are occasions when a human's outward appearance does indeed reflect his or her inner character, _the alien realized.

* * *

The man commonly known as the Ox more than lived up to his name. Well over seven feet tall and three hundred pounds of solid muscle, the Ox was infamous in the criminal underworld as one of the Enforcers, the lieutenants who ran the day to day affairs of the Kingpin's crime syndicate. The Kingpin himself was mysterious and never seen, and many people in fact suspected that there was no Kingpin. They thought that he was a lie made up to inspire the rank and file thugs and keep them in line, and that Ox, Fancy Dan and Montana were the triumvirate that actually wielded all the power in the syndicate.

The Kingpin was very real, though, and even the Enforcers respected-and feared-him. In public, he was known as Wilson Fisk, president and owner of the Roxxon Energy Corporation. As head of both one of the nation's most prominent corporations and the largest criminal syndicate on the Eastern seaboard, Fisk would have been an impressive figure even if he wasn't six and a half feet tall and almost four hundred pounds. While he looked like he was grossly overweight, his fat was in fact rock hard, unyielding muscle. The Ox was meeting with his boss this evening because he'd had strict orders to do so once he'd learned the news the Kingpin was waiting for, and the Ox knew better than to keep the Kingpin waiting.

The Kingpin was waiting in his sumptuously decorated office, smoking a rich Havana cigar and working at his computer as the Ox came in. Almost immediately, the Kingpin stopped working and sat up, smoking away as he looked at the Ox expectantly.

"Well?" the Kingpin asked the Ox.

"They all got busted," the Ox said calmly. "One of the superheroes intervened."

"Indeed," the Kingpin replied, his eyes narrowing. "Who was it this time? Daredevil? Spider-Man? Moon Knight?"

"Sleepwalker, actually," the Ox told him. "It looks like he was just out on a random patrol when he saw what our guys were doing."

"There's too much we don't know about this Sleepwalker," the Kingpin noted, stubbing out his cigar as he finished it. "His highest-profile cases have involved his battles with that freakish abomination that called itself Psyko, who displayed powers very similar to Sleepwalker's own, although who Psyko was and where he came from cannot be discerned."

The Ox stood expectantly, waiting for his orders.

"Sleepwalker was partly responsible for undermining my attempt to gain title to the Keemwazi oil fields," the Kingpin mused, "and now he's undermined another important operation. Ozzie and his men revealed nothing of the real reason they invaded that home, I trust?"

"Not a chance," the Ox shook his head. "Ozzie told Sleepwalker that they were harassing the family for ratting them out to the cops. That was nothing but the truth."

"Of course, that truth also disguises the **other **reason they were there," the Kingpin smirked. "Therefore, I have no doubt that what we're looking for is still in the house?"

"That's what all our intelligence indicates," the Ox nodded.

"Return to your normal duties," the Kingpin ordered his underling. "I need to think the matter over before I decide the best course of action to take."

Nodding in understand, the Ox withdrew as the Kingpin lit another cigar and puffed away at it, pondering what to do next.

* * *

His laptop in one hand and his cane in another, Rick walked into the living room to find his friend Kenny Anderson laughing hysterically and grinning like a moron. Although this was not an unusual sight for Kenny, Rick noticed that Kenny was looking at his own laptop and laughing at something happening on the screen.

"What are you watching?" Rick asked curiously as he sat down at the table with Kenny.

"These 'Waiter Grover' sketches somebody uploaded to YouTube," Kenny managed to stop laughing long enough to say. "They're just as funny as they were fifteen years ago."

"Waiter who?" Rick asked.

"You don't remember watching Sesame Street as a kid?" Kenny asked in surprise.

"Well, I used to watch it, but I don't remember much about it," Rick shrugged.

"One of the main characters was this blue-furred monster named Grover," Kenny explained, "and one of the recurring sketches they did was having him serve this other Muppet, this blue guy with a moustache named Mr. Johnson. Grover kept screwing up the blue guy's orders, and it drove him insane."

"Okay…" Rick raised an eyebrow.

"Here, let me show you," Kenny grinned, as he restarted the video. Soon both of them were laughing at Grover's antics, as Rick's fond childhood memories came flooding back.

"In a hurry to be fed/Beady eyes and big blue head!" Grover was saying on the video, citing one of the poems he created with his 'waiter's memory'.

"**I do not have beady eyes!**" Rick and Kenny said at the same time as Mr. Johnson, before they both fell into helpless giggles. Calming down, Rick sat down at the table across from Kenny and booted up his own laptop.

"What are you doing?" Kenny asked curiously.

"Setting up my resume on a few different job sites," Rick answered. "Monster, LinkedIn, places like that."

"What are you going to try to do?" Kenny asked curiously.

"I want to see if I can find work doing copywriting, technical writing, editing, blogging, public relations, stuff like that. Maybe I can get an internship or something."

"Heh, good luck," Kenny grinned. "I've already got a DeviantArt profile."

"What's that?" Rick asked curiously.

"It's sort of like a website that artists can use as an online portfolio," Kenny explained. "People post their drawings and stuff like that."

"Cool," Rick nodded, although Kenny could tell he was still tense.

"What's wrong, man?" Kenny asked Rick.

"Just…I don't know," Rick shrugged. "I'm just not sure how this is all going to work out, you know?"

"That's normal," Kenny reassured him. "You've just got to hang in there, right? Gotta try, after all!"

Rick only smiled back, and returned to work with a renewed vigor.

(_**Next Issue:**_ Things seem like they're looking up for Rick, as he starts thinking about what he's going to do in his life after university. Sleepwalker isn't nearly as lucky, however, when he is caught in the middle of a violent fight between Mammomax and the Ringer for the Devil's Tears! And what is the reason for the Kingpin's sudden interest in Sleepwalker? All this and more in _Sleepwalker #71__: Three Way!_)


	81. Three Way

"That should just about do it, Your Honor," Anthony Davis smirked, as he turned the computer to show the judge the results of his work. "All $300,000 accounted for and back in your father's bank account, safe and sound."

Judge Elias Tomb was as cold and austere as his namesake, rarely given to expression of any kind. The best Anthony could hope for was a satisfied nod, and that was what the judge gave him. He'd pulled some strings to get Anthony released from prison so he could hack into the bank accounts of the Nigerian scammers who'd robbed Judge Tomb's elderly father out of over $300,000. Once Judge Tomb had put him to work, it hadn't taken Anthony long to do the job.

Anthony had become something of a big shot at Attica Prison, getting favors from the prison guards and officials for doing engineering and computer work for them, and Judge Tomb decided to take advantage of Anthony's talents for himself. In exchange for Anthony returning the money to his father's account, Judge Tomb had given Anthony information on where to find a cache of valuable matching diamonds known as the Devil's Tears, which were worth over ten million dollars. He'd also agreed to pull some more strings to get Anthony's wife Leila Davis paroled. Leila and Anthony had shared the supervillain identity of the Ringer, and Leila intended to use the Ringer armor to steal the diamonds from the thief who'd originally stolen them in the first place.

"You know, Your Honor, I had a thought while I was hacking into the Nigerians' bank accounts," Anthony grinned. "What if I were to steal, say, another half-million dollars to alleviate the pain and suffering your family's gone through because of this theft?"

Judge Tomb raised an eyebrow, a malicious glint in his eyes.

"Make it another full million," he ordered coldly.

Anthony smiled again, before turning to resume his work on the computer.

While Anthony's back was turned, a thin, brittle smile crept across Judge Tomb's face.

Yes, this had been a very, very good investment.

* * *

SLEEPWALKER #71

"THREE WAY"

* * *

Rick Sheridan breathed a sigh of relief as he logged out of Monster, wearied from the number of websites he'd visited. Although Spring Break had begun, Rick and his friends weren't exactly inclined to go anywhere on vacation. Rick and Julia Winhill, one of his roommates, were both temporarily out of work due until the city room of the _Daily Bugle, _the place where they worked, was fixed. The _Bugle's _city room had been ravaged by a battle between the murderous Green Goblin and the Sleepwalker, the alien warrior who was bonded to Rick and trapped in his mind.

Given that he only had another year before he graduated from university, Rick had started thinking about the future. He hadn't been sure whether he wanted to continue working at the _Bugle, _become a book editor, go to graduate school, or do something else. Another of his friends, Red Ericsson, had suggested that he do some freelance writing and editing work on the side. Rick had begun uploading his resume to websites like LinkedIn and Monster, both as a way of searching for jobs and giving an invitation for interested employers to contact him.

Rising to his feet, Rick winced as he felt the pain in his right knee. It had been permanently damaged when the supervillain Moonstone had attacked Empire State University, and for the rest of his life Rick would need a cane to walk. Still, compared to all of the other problems he'd had to deal with since Sleepwalker had become trapped in his mind, needing a cane to walk was something Rick was able to live with.

Moving into the living room, Rick sat down on the couch and began looking out the window, gazing out at the street as he lay his cane down on the cushion next to him. As much as he cared about his friends, Rick had found himself also enjoying quiet alone time more as well. He enjoyed being able to just sit and think without anything bothering him, something he didn't get to do much of.

_It's funny…_Rick mused to himself as he stared out the window. _My big dream was to be a writer or an editor. I loved the way language could be used to express things. Now, even after everything that's happened, I'm going to be able to do it. Even after everything we've lost…_he thought, thinking of his friend Cyrus O'Donnell, _and everything I've gained…_he continued, this time thinking of Sleepwalker, who was linked to his consciousness and trapped in his mind while Rick was awake.

He felt a twinge of guilt as he thought of Sleepwalker. The alien warrior hailed from the Mindscape, an otherworldly dimension that linked the minds of all sentient beings, and Sleepwalker didn't truly feel as though he belonged on Earth. The alien was cut off from his home in the Mindscape, and isolated from the rest of his kind. While Sleepwalker didn`t really feel as though he deserved to be able to return home, Rick could tell just how much he missed the Mindscape.

_I just wish there was something I could do to help you, _Rick thought. While he was trapped in Rick's mind, Sleepwalker see and hear everything Rick experienced in the waking world. The alien could also 'hear' Rick's thoughts, as well, and Rick knew that the alien would get the message.

* * *

Within Rick's mind, Sleepwalker heard his human host's thoughts, all right. Sleepwalker frequently meditated while he was trapped in Rick's mind during the day, having generally learned to tune out Rick's sights, sounds and thoughts unless he wanted to observe them. Nor had Sleepwalker ever plumbed the depths of Rick's mind and accessed his innermost personal thoughts and dreams. The alien had only ever scoured Rick's mind to get a better understanding of the human world, using knowledge that any human would acquire simply by living their lives. Sleepwalker wanted to respect Rick's privacy as much as possible, and so he tried not to pay attention during his human host's most personal and private moments, or intrude on Rick's most heartfelt thoughts.

However, anything that garnered an exceptionally strong reaction could still catch Sleepwalker's notice. Now was one of those times, as he felt Rick's sympathy and worry for him. Sleepwalker knew that the worry was well-placed, as the alien had nearly been driven mad by his supernatural enemies more than once, and Rick had been the one to pull him back from the brink. There wasn't much likelihood of that happening this time, though-Sleepwalker had put many of his old demons to rest after he'd defeated Psyko and finally imprisoned Cobweb, the Mindscape demon responsible for trapping him in Rick's mind, once and for all.

_Rick believes that we have come full circle, _Sleepwalker mused, _and in all likelihood his assessment is correct. Whereas once before he abhorred my presence in his life and lamented the possibility of ever again experiencing normalcy, he now finds himself in the position of fulfilling his life's ambitions. Despite all that he has lost, from his parents to his friend Cyrus, he has endured. As the humans are so wont to say, the sky is the limit for him. _

_And what of myself? _Sleepwalker wondered. _The humans acclaim me as a hero, and Rick's friends have all made clear their acceptance of my presence in Rick's life. The only humans who do not curse my presence in this world are the criminal malefactors that I have battled time and again as a 'superhero', a role in which I have been able to approximate the original meaning of my existence as a Sleepwalker. _

_I am grateful for the humans' praise, and I cherish the friendships I have made in this world, and yet I feel the same as I always have-alone and isolated. Not a day passes that I do not recall the Mindscape, and feel the yearnings I have to return home. And yet, I am in no way worthy to do so, for my original sin, becoming entrapped in Rick's mind and bound to his consciousness, remains unatoned for. Even if I possessed the wherewithal to return to the Mindscape on a permanent basis, I would not truly deserve the mantle of 'Sleepwalker'. And yet I desire to return home more than anything else in the world-Earth is not my home, and the humans are not my people. They never can be, and they never will be. _

_So I too have come full circle, _the alien realized. _In many respects, Rick and I have both returned to our original starting points, however much we have changed in the interval, and our present circumstances are much the same in the present as they were in the past. _

* * *

He was a literal elephant man, standing eight feet tall with the grey hide, white tusks, and prominent trunk of a bull elephant. Maxwell Jensen, or Mammomax as he preferred to call himself, was quite an imposing sight. It was why he usually travelled around with the special image-inducing technology he'd purchased from the supervillain Mysterio, technology that disguised him as a normal, non-powered human and allowed him to go out in public without being noticed.

As a mutant, Mammomax had once been part of the Morlocks, the community of mutants that originally dwelled beneath the city of San Francisco. After the murderous slaughter that the Morlocks had suffered at the hands of the mutant killers who called themselves the Marauders, the Morlocks had moved to New York and re-established the community. However, Mammomax had been expelled from the community after he'd violently assaulted some of the other Morlocks who he'd gotten into a nasty feud with. Since then, he'd been forced to crash with his baseline human sister, occasionally committing crimes to help her make ends meet.

That had come at a price, however. Since Mammomax had needed to use his superhuman strength and acid-spitting powers to commit his crimes, he'd been outed as a supervillain and a mutant. That had led anti-mutant bigots to begin harassing his sister, particularly when Mammomax wasn't around to protect her. Johnny Vito and his cronies were the worst ones for it, but they'd learned the hard way just how dangerous a man with the strength of a rogue bull elephant could be.

Unfortunately, Mammomax was fed up with the shit that came with being a mutant in New York. He wanted to leave and take his sister with him, but to do that he needed money. The Devil's Tears, worth over ten million, would be just what the doctor ordered, and that little rat Mike Cole had told him just where to find them. He'd killed Mike without too much trouble, not that anyone would miss that whiny little shit.

With his criminal contacts, contacts who were smart enough to not hold his being a mutant against him and not to try and double cross him, Mammomax knew he could convert the diamonds into cash. The flamboyant crime boss Crimewave, one of New York's three major crime lords, was always willing to pay top dollar for another addition to his bling collection.

Oh yeah, it was nearly time.

* * *

Leila Davis smiled as she admired herself in the mirror. The orange and green Ringer suit fit her like a glove, and it was comfortable, protective and easy to move around in all at once. Rings hung from various parts of the armor, rings that Leila could imbue with explosive charges, freezing energy, blinding lights or razor edges, and that she could string together to form lassos, lariats or ladders. The rings could be controlled with the device in her helmet, and formed a deadly arsenal despite their strange appearance.

Leila's husband Anthony had been the one to originally wear the Ringer outfit, but he'd been defeated by Sleepwalker and subsequently arrested. Fiercely devoted to her husband, Leila had tried to get revenge on Sleepwalker by becoming the Ringer herself. She nearly succeeded, and would have won if not for the timely intervention of a non-powered police officer named Cecilia Perez. After that, she too was imprisoned in Attica along with Anthony, although the favors Anthony did for the prison staff allowed her to spend a lot of time with him. Now, Anthony had gotten her paroled as part of a deal he'd made with a crooked judge. The judge had also told Anthony and Leila where they could find the Devil's Tears, which had originally been stolen from him. Now, as the Ringer, Leila planned to pay a visit to the thief who'd stolen the diamonds and "persuade" her to give them up peaceably.

With the ten million dollars they could make from selling the diamonds, the world would be Anthony and Leila's oyster.

And if Sleepwalker got in the way again, or if the thief who now possessed the Devil's Tears refused to hand them over?

Well, that was why she was wearing the Ringer gear.

* * *

The Bar With No Name was widely known as one of the most high-class bars and strip clubs in all of New York City, renowned for the quality of both its drinks and its dancers. It was also a notorious criminal hangout, where criminals of every stripe would go to conduct business, spend their ill-gotten gains or just have a good time with their professional brethren. In particular, the place was known as the main hangout for many of New York's costumed supervillains. Neither the supervillains nor any of the other criminals ever caused any trouble at the Bar, though. The Kingpin, arguably the most powerful of the city's three main crime lords, owned the Bar and had declared it to be strict neutral ground. Even members of the syndicates that rivalled the Kingpin's own were welcome, provided they didn't cause trouble.

In her four years of working at the Bar, Ann Weying had seen just about every kind of criminal there was. From violent gangbangers and bikers to sophisticated crime bosses and criminal scientists, Ann had served and seen them all, whether as an exotic dancer or as a waitress. She'd fallen in love with one of them, a suave Mexican drug dealer, and become his girlfriend. Unfortunately, Juan had gotten busted in a sting operation and received ten to fifteen years in Sing-Sing, courtesy of Judge Elias Tomb. Ann had been so enraged at what Judge Tomb had done that she'd used a number of the criminal techniques that she'd picked up from the Bar's clientele and used them to break into Judge Tomb's house. She'd stolen the Devil's Tears from him, and sat on them until the heat died down.

Now, she'd found a buyer, and she was ready to make the sale.

Ten million dollars was more than enough to disappear to a nice little resort in Hawaii or the Caribbean. She'd have to find someone new to replace Juan, but that wasn't too big a deal…

* * *

Frank Walden was an inconspicuous fellow, the kind of guy who wouldn't attract any attention when he went out for an evening jog. That was exactly what he did every Tuesday night, and he prided himself on being in great shape despite being in his mid-fifties. He always passed through one particular parking garage as a shortcut to reach his apartment, but tonight he stopped in the garage and waited.

It didn't take long for the car to pull in and Ann Weying to emerge, clutching a velvet bag in her hands. Looking around warily, she blinked in surprise as Frank started approaching her. Normally, being approached by a strange man in a parking garage late at night would have been alarming for most women, but Frank was exactly who Ann was looking for.

"You've got them all?" Frank asked Ann calmly, keeping his voice low. In his jogging attire, he didn't exactly look like a high-level crime syndicate lieutenant, but of course that was the whole point.

"Of course I do," Ann smirked as she opened the bag and poured its contents into her hand. Frank's smile matched her own as he looked at her hand and admired the ten thumbnail-sized diamonds, each perfectly cut to resemble a teardrop. Each one had been valued by experts as worth a million dollars, and many collectors had made it known how jealous they were when Judge Tomb had bought them at the Sotheby's auction. Crimewave, the young, flamboyant hipster crime boss who'd given himself a fancy moniker even though he was neither a mutant nor a supervillain, had been almost despairing when he was outbid. Now, with his lieutenant Frank acting as his agent, Crimewave hoped to finally add these treasures to his collection.

"So it's like we agreed?" Ann asked, as she put the diamonds back in the bag.

"Of course it is," Frank nodded. Reaching into his pocket, he pulled out a bank card with Ann's name on it. "The account's numbered, but it's got your name on it. Cayman Islands, totally untraceable. You can use this device to set the PIN number," he explained, taking a remote device with a numeric keypad on it out of his other pocket. "Once you do that-"

"Is this a private party, or can anyone join?" Ann and Frank heard a booming voice from the other end of the garage. Looking up in alarm, they were stunned to see Mammomax approaching them, a sinister grin spreading across his elephantine face. Ann stared in blank amazement, not recognizing Mammomax, but Frank spat and cursed, knowing Mammomax very well by reputation.

"Run!" he ordered Ann, and they did just that, dashing for the exit at the other end of the garage. Mammomax bellowed angrily, bleating an elephant's cry from his trunk as he gave chase. However, he stopped short as a flurry of objects seemed to fly out from the shadows, completely entangling Frank and Ann. The two humans were helpless, struggling but unable to break free. Mammomax approached again, more warily this time, as he got a good look at what was binding Frank and Ann.

"…Rings?" Mammomax muttered in disbelief. The chime-like sounds were his only alert to the rings coming at him, but they were all he needed to jump out of the way in time. Looking around warily as he coughed up some of his toxic stomach acid, he saw a diminutive figure in an orange and green battlesuit emerge from the shadows. Rings were located at strategic points all over her costume, and she held a pair of them in each hand.

Mammomax and the Ringer stared at each other warily, each sizing the other up.

"You don't need to introduce yourself," Mammomax smirked. "The Ringer, right?"

"Right," the Ringer nodded. "And I've heard plenty of stories about you in prison, Mammomax. And you don't need to explain why you're here."

"Word travels fast in the underworld, doesn't it?" Mammomax grinned. "I should point out that I'm not the least bit interested in sharing those diamonds," he pointed out.

"It's like we're reading each other's minds here," the Ringer smirked. "I suppose you're also thinking that we'll need to do this the hard way?" she continued. "I should warn you, I've gone head to head with Sleepwalker and very nearly taken him down."

"There are plenty of villains who've done that," Mammomax replied, as he and the Ringer stepped into fighting stances. "8-Ball, Mister Hyde, Fever Pitch, the Bookworm…hell, the Chain Gang actually managed to beat him. You're gonna have to do better than that to impress me!"

"Just watch me," the Ringer shot back as she tossed her first ring.

Mammomax replied by spitting a blob of his stomach acid at the ring, causing it to explode prematurely as the acid struck it. Alarmed, the Ringer dodged the acid burst and followed up with a concentrated barrage of razor rings at Mammomax. The elephant man sprang off to the side but the Ringer controlled their movements with her helmet controls, making them follow him. The rings slashed Mammomax all over, and soon he was bleeding in several places, but his tough hide prevented the rings from cutting too deeply.

Gritting his teeth in pain, Mammomax reached out and grabbed the car in the nearest parking stall. Lifting the car above his head, Mammomax tossed it at the Ringer, forcing her to dodge. The elephant man anticipated the Ringer's dodge correctly and shot another burst of stomach acid at her, catching her dead on. The Ringer screamed in pain as some of the acid burned through her armor, but that didn't prevent her from scattering a line of rings on the floor beneath her as Mammomax charged in. Using her helmet controls, the Ringer linked all of the rings together into a makeshift tripwire that entangled Mammomax's feet. Losing his footing, Mammomax stumbled and fell forward, before he was blown back by the explosive ring that the Ringer tossed at him.

His body wracked with pain, Mammomax staggered, before he forcibly broke his legs free of the Ringer's bindings. Spitting another blob of acid at the Ringer, Mammomax forced her back as he reached out and grabbed one of the cars the Ringer had anchored her bindings to. Tossing it right at the Ringer, Mammomax forced her to dodge by coming in close to him. Reaching out with his trunk, Mammomax wrapped his long snout around the Ringer's throat and lifted her into the air. Swinging her around like a rag doll, Mammomax brutally slammed the Ringer into the wall once and then twice. She screamed in pain the first time, and only grunted the second time.

Still hopelessly trapped in the Ringer's rings, Ann and Frank could only watch helplessly, knowing that they were likely screwed no matter who won this fight.

* * *

It had been a busy night for Sleepwalker, capturing and subduing many of the non-powered thieves and crooks that infested New York like a plague of rats. The alien had crossed half of New York in his night's patrol, glad for a distraction from his uncomfortable ruminations he thought about during the day when he was trapped in Rick's mind. For all his frustrations, the alien still found his superhero work to be very gratifying, and it was a distinct point of pride for him.

Sleepwalker only faintly heard the explosions and crashes, but that was more than enough to alert him to the danger. It was possible that the noises were just some people playing with firecrackers or having a loud party, and if that was the case Sleepwalker would just ignore them and move on. Unfortunately, in New York City, that was rarely the case. More often than not, those sounds were trouble.

Nodding in determination, Sleepwalker flew off towards the sounds of the fighting.

* * *

The Ringer knew she would probably have been killed without the protection her battlesuit afforded her. As it was, her entire body was throbbing, as Mammomax pulled her back from the wall. To her horror, Mammomax was now drawing her towards his gleaming white tusks, ready to gore her.

Knowing that it was now or never, the Ringer pulled another ring off her armor and hooked it around Mammomax's tusks. The ring exploded in a burst of cold and liquid snow, freezing Mammomax and forcing him to drop the Ringer. It took Mammomax a moment to recover his bearings, and by the time he'd overcome the cold he'd lost sight of the Ringer.

Looking all around him, Mammomax didn't spot the ring lariat that streaked down towards him. The largest ring came around his neck before it shrank, constricting around his throat. Mammomax gasped for breath, tearing at the ring with his hands and his trunk, but it was almost too late. He finally managed to break the ring and free his neck, but the effort left him weary and breathless. He couldn't defend himself against the slashing razor rings that left him even more bloodied than before, or the exploding ring that blew him back into the wall and caused him to slump down unconscious.

The Ringer walked over to Mammomax, and found that he was still breathing, albeit badly injured. Not that it was much of a problem, of course, since she could just crush his windpipe with another one of her constricting rings. Glancing back at Ann and Frank, she knew that she wouldn't have any problem doing the same thing to them, either.

Ann began screaming threats at the Ringer, while Frank tried to bribe her with the money he would have paid Ann. The Ringer wasn't interested in anything they had to say, calmly raising a constricting ring in each hand as she prepared to finish the job.

The shout and accompanying wave of pavement coming from behind her were the only alert the Ringer had, and they very nearly caught her off guard. Leaping out of the pavement's way with a practiced spring and whirling around to face her new attacker, she only scowled behind her mask at Sleepwalker, whose red eyes glowed brightly from within his cowl.

"I might have known you'd show up," the Ringer sneered, eagerly spinning the rings in her hands as she imbued them with explosive charges. "No cop to protect you this time?" she asked, throwing the rings at her hooded enemy.

Now it was Sleepwalker's turn to dodge as the rings exploded behind him, focusing his warp vision into a wide area. Pillars of concrete emerged from the floor and the ceiling, coming together in what would have been a cage surrounding the Ringer, if she hadn't slashed through the still-forming concrete with a razor ring and sent it flying at Sleepwalker.

The alien couldn't get out of the way, wincing in pain as the ring sliced his arm and leg. It didn't take the Ringer long to follow up on her action, leaping out of the half-formed cage and creating a lariat of rings. One of the rings, the larger one on the end, wrapped around Sleepwalker's neck before constricting, causing the alien warrior to gasp in pain. With the controls in her helmet, the Ringer swung Sleepwalker around like a flail, smashing him into the pillars and the wall. At the same time, she began tightening the ring around Sleepwalker's neck, intending to crush him and avenge Anthony once and for all.

Her hopes were dashed as Sleepwalker's eyes flashed with his warp beams. He shattered the lariat, even as he used his superhuman strength to break the ring around his neck. Gathering up the broken pieces of the ring lariat, Sleepwalker used his warp vision to sharpen them into a large collection of razor blades and sent them flying back at the Ringer. Already battered from her fight with Mammomax, the Ringer couldn't escape in time and dozens of the blades tore into her. Her protective battlesuit kept the blades from inflicting more than flesh wounds, but they pierced her all over and soon she was in too much pain to even move, much less fight back.

Taking some of the rings off of the Ringer's costume, Sleepwalker refashioned them with his warp vision into a set of bindings that he used to entrap her wrists and ankles. He then looked with bemusement at the injured Mammomax, and to Frank and Ann, who were still bound by the Ringer's rings.

"Oh, thank God you saved us!" Ann said, an edge of panic in her voice, as Sleepwalker looked down at her. "My boyfriend and I were just going back to our apartment when these two freaks just started attacking us!"

Sleepwalker only raised an eyebrow at that.

"_Indeed?" _Sleepwalker asked in bemusement. _"Might I inquire, then, as to why your companion appeared so astonished when you issued your declaration concerning your amorous relationship with him?" _He'd noticed the incredulous look on Frank's face when Ann claimed that he was her boyfriend, which revealed Ann's claim for the lie it was.

"Goddamn it, Frank!" Ann shouted, rolling over to look at Frank as she did so. "You fucking idiot, why couldn't you play along?"

"_The guilt on your countenance reveals the truth in far greater detail than your words ever could," _Sleepwalker noted grimly. Glancing around, he saw the door to the toll keeper's office. It was closed for the night, but Sleepwalker easily opened a hole in the door with his warp vision and stepped into the office to phone the police.

When they'd gotten the call, the police realized they were in for a long night, and they were correct. First they'd had to bring a police wagon to haul away the oversized Mammomax and an ambulance to take the badly injured Ringer to the hospital, before dealing with Ann and Frank down at the precinct. Ann had refused to explain why she and Frank were there, and Frank simply clammed up, refusing to speak at all, even when the police had confronted him with the payment equipment he had intended to give Ann. Sleepwalker had accompanied the police back to the precinct, explaining what he'd found and his suspicions relating to Ann and Frank. They were inclined to believe the alien's claims far more than Ann's or Frank's protests, and in the end all either of them could do was call their lawyers.

* * *

In all the confusion, the bag containing the Devil's Tears had been abandoned. It had fallen into the shadows when Ann had been forced to drop it after being grappled by the Ringer's weapons. Sleepwalker had never noticed it, and neither had the police when they'd come. Neither Ann nor Frank had said anything about the diamonds, intending to come back and look for them after they'd been released.

By the time that happened, it would already be too late.

* * *

_**The next morning…**_

Eric Silverwind yawned as he emerged from the elevator and looked around for the car. He was lucky that Robbie had agreed to lend him his car, and he knew that he owed Robbie a beer for this. Normally Eric would have just taken the subway to get to his job interview, but with the routes and schedules being what they were it would actually be faster to drive there. Eric had already been to Robbie's apartment to borrow the keys, and now he was looking around the garage for it.

Eric had a rather bemused look on his face as he glanced around at the cracked concrete and broken metal shards that were scattered all over a part of the garage. Apparently there had been some sort of superhero fight here last night, although Robbie hadn't been able to give Eric any details. Shaking his head, Eric took a wide detour around the fight scene, finally catching a glimpse of the car on the other side of it.

As he passed by one of the pillars next to Robbie's parking spot, Eric felt his foot hit something, kicking it a few feet away. Blinking in surprise, Eric ran after whatever it was his foot hit and quickly picked it up. To his surprise, Eric found that it was a small velvet bag. Scratching his head, Eric wondered what could be in it-did Robbie drop this when he was getting out of his car?

Shrugging, Eric put the bag in his pocket and took out Robbie's keys in the same go. Unlocking the door to the car, Eric soon put the velvet bag out of his mind as he got into the car and started the engine.

* * *

It was only later in the day, after he'd returned Robbie's car to the garage, and given Robbie back his keys, that he remembered the velvet bag he'd been carrying all morning. Opening it up, Eric's jaw dropped as he saw the perfectly matching, beautifully glittering diamonds within it.

_Diamonds…? _Eric blinked in amazement. _Who the hell just drops a bunch of diamonds in a parking garage? Who the hell even carries something like this in this neighborhood? This isn't exactly a high class part of town, _Eric realized. _They're probably stolen…_

_Yeah, that's it, _Eric realized. _They're stolen, and I'll be damned if I get nailed for stealing them…_

* * *

_**Three days later…**_

Judge Elias Tomb had never expected to have the Devil's Tears back in his possession. He'd filed a police report when Ann Weying had originally stolen them, of course, and he'd used that report as proof to get the insurance payout. Then, all of a sudden, this Native guy just happens to find the diamonds and turns them in to the police, figuring that they were stolen. The police immediately recognized them and returned them back to the man who'd originally reported them missing.

Now Judge Tomb had to decide what to do with them. He might have kept them, but he had a better idea. His term as a New York Supreme Court judge was ending soon, and there was already an opening on the Appellate Court bench, which was a step higher than the position Judge Tomb already enjoyed. Not to mention that New York State's governor was probably going to be putting together a war chest for the next election…

Judge Tomb knew he could sell the Devil's Tears for the $10 million they were worth to Crimewave, the hipster crimelord who'd sent that agent to buy them from Ann Weying. He could donate a few million to the governor's re-election efforts, and three million to the Native guy in thanks for retrieving his property. It was good PR, after all-show a little gratitude to the poor Native man, impress the public...and develop some political cover for the appointment.

The Ringer had failed, but what did Judge Tomb care? He'd paid Anthony Davis well for his work, and if Leila failed to get the diamonds, then that was her own damn fault.

Eric Silverwind smiled in satisfaction as the wrecking ball smashed through the sign of the St. Thaddeus House of Sanctuary. The building collapsed in a pile of rubble, torn down before it could fall down. All of the homeless people who would normally have been staying in the building had been put up in motels for the time being, at least until the new St. Thaddeus House of Sanctuary was complete. The new shelter wouldn't be the Taj Mahal, but it would have comfortable furniture, a fully equipped kitchen, and utilities that actually worked the way they were supposed to.

Two million was going to rebuild and outfit the new House of Sanctuary shelter and provide housing to the building's normal inhabitants until the shelter was ready. The last million was for Eric's family-they were going to live off of it while Eric went back to get his high school diploma and went to trade school. Eric had never dreamed of getting rich, and he knew that the money would eventually be all gone. But he didn't really care-he was only using it so he could get a better, more permanent job and spend more time with Jenna and the kids at their new apartment.

Once he had those things, what more did he need?

* * *

Sleepwalker learned about what had happened with the Devil's Tears by observing it through Rick's eyes the next day in the _Daily Bugle_. He was bemused by the fact that the likes of Mammomax and the Ringer were so eager to kill one another for a few lumps of pressurized carbon, and use the resulting wealth they might gain to benefit their own selfish desires. And yet the likes of Eric Silverwind might use the resulting wealth to benefit not only himself and his family, but also his fellow humans with the reconstruction of that homeless shelter.

_To an inhabitant of the Mindscape, such considerations are as alien as they are immaterial, _Sleepwalker realized. _No entity of my home dimension engages in industry or trade, and the idea of material acquisition is a fundamentally pointless one to any being resident in the Mindscape. _

_Need I any further reinforcement or confirmation of the fact that I am in the Earthen dimension, but that I am not of it? _Sleepwalker thought to himself.

Those thoughts frequently occurred to Sleepwalker, and they were not comforting ones.

(_**Next Issue:**_ Rick returns to work at the _Daily Bugle, _and begins to consider his own future there as Peter Parker winds down his career at the newspaper. Meanwhile, Sleepwalker finds himself returning to the same house that he defended from a gang of the Kingpin's violent thugs when the Kingpin's men attack it again. What is the secret behind the house that the Kingpin is so obsessed with finding? All this and more in _Sleepwalker #72: The House Next Door!_)


	82. The House Next Door

Knee socks and pointe shoes seemed like a strange fashion combination to Rick Sheridan, but he certainly wasn't complaining.

One of Rick's favorite activities was watching his girlfriend Alyssa Conover practice her dancing. The wood floors of the house Rick, Alyssa and their friends were renting made for an excellent rehearsal space, particularly when Alyssa needed to practice her ballet. Even then, she always made sure to use a separate tap board whenever she practiced her tap routines-she didn't want to scuff up the homeowner's fine floors, after all.

It wasn't just Alyssa's inherent beauty that captivated Rick-that was something he was able to enjoy all the time. What made him love to watch her dance was the energy she displayed, born of her love of performing. When she became caught up in the rhythm of tap, the passion of flamenco, the heat of hip-hop or the grace of ballet, Alyssa exuded a vibrant warmth to her audience, lifting their spirits as she shared her joy with them.

It was when she was exuding that warmth and that energy that she was the most beautiful to Rick.

Finally, she stopped to catch her breath and turned off the Enya music she was using to rehearse. Taking a drink of water from the table, she sat down as Rick stood up from the couch and limped over to join her. Laying his cane against the table, he hugged her from behind and kissed her on the cheek as she raised her arms to hug him back.

"Have I ever told you how gorgeous you are when you dance?" Rick grinned as he and Alyssa released each other.

"Yes," Alyssa replied, "but I love hearing it all the same," she giggled.

* * *

SLEEPWALKER #72

"THE HOUSE NEXT DOOR"

* * *

Rick and Alyssa went back upstairs, and Rick made some lunch while Alyssa showered and changed. They sat down over chicken soup and grilled cheese sandwiches, and ate in silence for a while before Rick spoke up.

"Spring Break's going by pretty fast, isn't it?"

"Too fast," Alyssa sighed. "And we've got finals coming up too," she continued.

"Yeah," Rick nodded. "The break is nice, though."

"That's true," Alyssa smiled.

"I got a call last night while you were at your classes, too," Rick continued. "Jameson finally got his city room restored, so I'll be going back to work at the _Bugle!_" he grinned, referring to his copy boy job at the _Daily Bugle, _the newspaper where his friend Peter Parker had helped him get a job.

"That's great!" Alyssa nodded. "So, when do you go back?"

"On Friday," Rick explained. "So I have a few days off yet. But still…" he trailed off.

"What's wrong?" Alyssa asked curiously.

"I don't know if that's all I want to do with my life," Rick shook his head. "I mean, I never really wanted to be a journalist. Working at the _Bugle _is just a way to help pay the bills while I'm in university. It's not without its charm, but Peter Parker's about to graduate soon. I don't have any real friends there besides him and Julia. If Peter leaves, I just don't know if I still want to be there. Besides, the hours are pretty tiring, in between homework and everything else. And then there's the pay."

"Yeah, Julia's not spending as much time there as she used to, is she?" Alyssa shook her head. "She's working on that Hilary Clinton lady's presidential campaign."

"It was a good thing Jameson never found out," Rick chuckled, referring to J. Jonah Jameson, the _Bugle_'s crusty publisher and editor-in-chief. "You'd be surprised at how many editorials Jameson's written criticizing Clinton," he explained.

"No, I wouldn't," Alyssa shook her head. "Have you forgotten about all the arguments Red and Julia have been having? Red's working on Ron Paul's campaign."

"Of course I didn't forget," Rick smiled. "I've just learned to tune them out. Besides, they love it."

Rick and Alyssa both laughed at that.

"So what were you planning to do, if you're not going to be at the _Bugle_?" Alyssa asked.

"I was thinking of trying to find something a little more flexible when it comes to hours," Rick explained. "Red suggested that I try doing some freelance writing and editing. A lot of companies are looking for help with their technical manuals, company blogs, and stuff like that. I'm not all that creative, but I am a really good writer."

"So you'd be able to set your own hours, right?" Alyssa asked.

"Exactly," Rick nodded. "See, I'm still not sure what I want to do after I graduate. I might try for a Masters degree, keep working at the _Bugle, _become a book editor, or something like that. I figured this might be a good way to try and get some more experience."

"Hey, you'll figure it out," Alyssa assured him. "I mean, if Kenny can decide he wants to be a graphic designer, then obviously you're going to make the right one!"

Her warm, reassuring smile was, if possible, even more beautiful to Rick than the passion she displayed when she danced.

* * *

Wilson Fisk appeared to be morbidly obese, weighing in at over four hundred pounds, but anyone stupid enough to attack him would have learned that his bulk was in fact rock solid muscle. His size was intimidating enough by itself, but even more impressive was the sheer aura of power and command he radiated. That was because Mr. Fisk was both the president of Roxxon Oil, one of the world's most powerful industrial conglomerates, and also head of the most powerful crime syndicate on the Eastern Seaboard. He perfectly balanced his responsibilities in both jobs, and together they made him one of the most wealthy and powerful men in America.

Being president of Roxxon was his day job, of course, and the identity he projected to the world. In the crime world, he was known as the Kingpin, the shadowy, never-seen ruler of his syndicate. The Kingpin only interacted with his minions and other parties through the Enforcers, the three lieutenants who managed the day to day affairs of his cartel. So skilled were they at their jobs, and so effective was the Kingpin's secrecy, that law enforcement agencies and rival cartels alike believed that the Kingpin did not in fact exist, and was merely created by the Enforcers to throw them off the scent.

The Kingpin was very real, however, and tonight Mr. Fisk fully embraced the role as he prepared to meet with the Enforcers. Fancy Dan was in charge of internal affairs and administration, Montana was in charge of the "quiet" industries such as prostitution and drug trafficking, while the Ox was responsible for enforcement and retaliation. The Kingpin smoked a rich Havana cigar as he listened to his lieutenants give their reports, nodding in approval to everything they said. He only spoke when the Ox moved on to the last item in his report.

"I was thinking that we should get somebody to break into the house to retrieve the files," the Ox suggested. "Someone professional, who can get in and out without being seen again. If a hero intervenes again, we'd have to take drastic measures this time. If we keep hitting the same house too many times, the likes of Moon Knight and Daredevil are going to get suspicious."

"Indeed," the Kingpin finally muttered, stubbing out his cigar. "Still, it is unlikely that even Moon Knight could anticipate what it is we are truly seeking, unless he came to the same realization as our own intelligence. I take it there's no indication that's happened yet?"

"No, sir," Fancy Dan answered as Montana and the Ox shook their heads. "They don't know about LaMuerto's ties to the art show or the hospital, either."

All four of the men knew everything there was to know about Fabian LaMuerto, of course. He had been a notorious Texas arms trafficker who'd begun dealing in the type of high-tech weaponry more commonly used by terrorist groups like HYDRA or the Secret Empire, manufactured for them by companies like Baintronics, Hammer Labs or the Kingpin's own Roxxon conglomerate. This had given his clients in Mexico's drug wars a substantial advantage over their opponents, something that did not go unnoticed by his competitors either among rival criminals or the corporations whose technology he was pirating.

LaMuerto had been a cunning bastard, though. He'd laundered much of his money through legitimate businesses, and often hid out in the northern United States. Passing himself off as a wealthy eccentric, LaMuerto had frequently used his blood money to indulge his passion for art, patronizing young up-and-coming artists whose skills he admired.

That had been the opening the Kingpin needed to find out who he really was. A chance encounter made the Kingpin realize LaMuerto's true identity, and so he took the opportunity to strike at someone who was not only a hated criminal competitor, but also a thief who'd stolen some of Roxxon's best technology. The Kingpin had ordered the supervillain 8-Ball, one of his criminal enforcers, to rob an art show sponsored by LaMuerto as a way of instilling some fear in him. The Kingpin then tightened the screws further by later having 8-Ball firebomb a hospital where one of LaMuerto's nephews had been staying. 8-Ball had never understood why the Kingpin had wanted him to do that, but he'd eagerly accepted both the money he'd been paid and the opportunity to engage in a little old-fashioned murder.

Those attacks had shaken LaMuerto, but it was ultimately the famed Mexican superheroine La Bandera who'd been the ruin of him. La Bandera had ruined several of LaMuerto's schemes, until his competitors smelled blood. LaMuerto had been brutally murdered late last year by Senor Muerte, the inhuman creature who was now the most powerful drug lord in the entire western hemisphere. Senor Muerte had not approved of how LaMuerto was selling weapons to his competition in the Mexican drug wars, and he registered his disapproval in a way no one would forget.

Unfortunately, even Senor Muerte couldn't track down all of LaMuerto's weapons caches. Rumor had it that LaMuerto had a full list of all of those caches on a memory stick, but no one knew where he had hidden it. One of LaMuerto's former lieutenants had fled to New York, and apparently hidden the memory stick in the home of a friend he frequently visited. The lieutenant had drunkenly bragged about this to a prostitute he was paying for during a vacation in Britain, but the fool had gotten himself killed after attending a soccer game and shooting his mouth off to the wrong football hooligan.

New York's three criminal syndicates had begun trying to find out which friend the lieutenant had been talking about, and they'd subsequently learned that the friend had also been killed by a supervillain during a bank robbery soon after the lieutenant had died in Britain. His house was almost certainly under new ownership now, and in all likelihood the new owners had no idea of the treasure their home held. So much the better-they were unlikely to try and sell it the way the lieutenant's friend would have.

The Kingpin lit another cigar as he pondered all this. He'd sent a gang of thugs to break into the house and steal the memory stick under the guise of a home invasion, but Sleepwalker had ruined that operation. The mysterious, red-eyed hero had also been a persistent foe of 8-Ball, the supervillain that the Kingpin had dispatched to firebomb the hospital and rob the art show. Despite how famous Sleepwalker had become over the last year and a half since he'd appeared, he was still as strange and unfathomable as any of New York's other heroes, particularly given his high-profile battles with that creature that called itself Psyko.

The Kingpin wasn't sure what, if anything, Sleepwalker had to do with the rivalry between LaMuerto and the Kingpin, aside from 8-Ball being a member of Sleepwalker's rogues gallery. That said, the Kingpin hadn't gotten to where he was by taking unnecessary chances, particularly when there were potentially billions of dollars at stake from LaMuerto's weapons caches.

"We'll follow your plan for now," he nodded to Ox, "but if that fails I have my own particular solution planned. A more drastic one, if you will."

The Enforcers only looked at each other.

Although they were stoic, they were also sincerely relieved that they were not the focus of their boss's planning.

* * *

Emerging from Rick's mind the next night as his human host fell asleep, Sleepwalker was struck by how much things could change from one moment to the next in the human world. In just one year, in less time than Sleepwalker had become fused with Rick's consciousness, Rick would be graduating from university. From there, he would be working full time, or possibly continuing on to graduate studies, or pursuing any other number of options. Things had changed even more than that in the year and eight months that Sleepwalker had become trapped in Rick's mind. Sleepwalker and his human friends had suffered losses and overcome incredible challenges. Sleepwalker had also battled more enemies than he could count, both costumed human supervillains and deadly supernatural horrors alike.

_And yet, in the Mindscape, centuries and even millennia pass without any discernible change, _Sleepwalker reflected. _Even as old minds dissipate upon the physical deaths of their owners, new ones are constantly being born. No sooner do the Sleepwalkers overcome one supernatural threat than they are confronted by another. Previously defeated enemies, such as Cobweb or the Shadow King, continually return to menace the innocent, requiring the Sleepwalkers to battle them once again. Benign entities such as the Sleepwalkers, the Thirdyes and the Iddoctors constantly act out their sole purposes in life, whether to defend the innocent minds of this dimension, awaken the psychic potential some of these minds hold, or to heal minds damaged by the intrusions of the Mindscape's evil races. _

_ Conversely, the pace of change in the human world is so rapid as to almost defy comprehension by an entity of the Mindscape, _Sleepwalker frowned, even as he continued to gaze at the streets below him. _In a scant decade, otherworldly entities and the supernatural have gone from being dismissed as the creations of myth to being accepted for the reality that they are, even as humans themselves have been shown to develop all manner of fantastical abilities, whether by spontaneous mutation or exposure to outside stimuli. Many of these humans use their abilities to commit crimes, and others use their powers to combat them. Except for Rick, every human I have interacted with has presumed that I am a human in an unusual costume, until I explain otherwise to them. _

_ The notion that I could be mistaken for a human is eminently understandable, _the alien continued, _were it not for the fact that-_

Sleepwalker was distracted from his reverie by the sight he saw down below. More than a week ago, he had come across a gang of thugs who had invaded one particular house in this neighborhood. Taking exception to that, Sleepwalker had intervened and thrashed the punks for what they were doing. The leader had explained to Sleepwalker that the gangsters were retaliating against the home's inhabitants for snitching on them. Now, flying through this same area once again, Sleepwalker saw a shadowy figure jimmying the lock on the back door of the same house that the previous gang of punks had invaded. As Sleepwalker flew down to ground level, the figure opened the door and stepped into the house. Touching down on the ground, Sleepwalker watched through the window as the figure turned on a flashlight and began searching, looking through cupboards and drawers without a sound. Burglar tools and a silencer-equipped pistol hung from the figure's belt. He was dressed all in black, including thin gloves and a balaclava that obscured his features.

The figure reacted in alarm as he heard Sleepwalker throwing open the door, turning around with lightning speed. Deftly pulling out his gun, he tried to shoot at Sleepwalker, but the alien's red eyes simply glowed fiercely. Using his warp vision, Sleepwalker easily sealed the gun's chamber shut as he had so many times, before. The gun exploded in the figure's hand, causing him to cry out in pain and drop the pistol, clutching at his badly burned hand. Reaching out and turning on the light, Sleepwalker focused his warp beams on the masked figure's gun, and extended it into a set of bindings for the figure. Reaching forward and pulling the figure's mask off, Sleepwalker did not recognize the face, but easily noted how sly and furtive the man the face belonged to seemed.

The two men who lived there had arrived by then, awakened by the sound of the burglar's cries and his exploding gun. They looked in disbelief at Sleepwalker, then at the burglar. One of them went to the kitchen telephone to call the police, while the second went to keep the men's girlfriends and children from entering the room and seeing what happened.

_"What is your purpose in entering this domicile?" _Sleepwalker demanded, glaring angrily at the burglar.

In response, the burglar merely spat in his face.

Sleepwalker did well to keep his temper in check as he wiped the burglar's spittle off his cheek, before turning to the man who remained in the kitchen and had just finished calling the police.

_"What valuables do you possess that would be of such value to a criminal malefactor such as this?" _Sleepwalker asked the man.

"Hell if I know," the man replied. "None of us here're exactly Bill fucking Gates, in case you didn't notice," he pointed out with a rueful smirk. "Most of what we own we bought from low-end pawn shops anyway, so it ain't like we got anything a fence would want!"

Sleepwalker could only imagine what the burglar could possibly want, but he'd had enough experience as a superhero on Earth to realize that things probably ran much deeper than they seemed. What was a burglar, someone equipped for stealth and skilled at it, doing breaking into a house where there was really nothing worth stealing soon after a gang of thugs had conducted a home invasion in the same place?

_"Might I inquire as to the occasion when you were alleged to have 'snitched', so to speak, on the thugs who attacked you on the first occasion that I intervened?" _Sleepwalker asked.

"Again, hell if I know," the man shook his head, indicating the painful-looking bruises and bandages he still sported from the past assault. "They musta had the wrong house-none of us saw those freaks in our lives!"

Shaking his head, Sleepwalker left by the back door as the police came into the house and took the burglar away. He could tell that the resident he'd spoken to was telling the truth, and that he and his housemates had never seen any of the thugs before or kept anything of value in their house.

What, then, could the connection possibly be?

Sleepwalker spent the rest of the night pondering it, but even when Rick awoke the next morning and pulled Sleepwalker back into his mind, the alien couldn't figure out the answer.

* * *

_**Later that morning…**_

Sitting down at his desk at the _Daily Bugle, _Rick was astonished at how little the place at changed. Once again, J. Jonah Jameson had stocked the newspaper's city room with cheap, secondhand furniture and hadn't spent one red cent on decoration, so it looked much the same as before. Rick and many of the _Bugle's _other employees had been temporarily laid off after the city room had been destroyed in a battle between Sleepwalker and the Green Goblin, but now that the room had been restored Rick and everyone else was back at work.

And yet, to Rick, the place almost felt different. Previously, he'd had no plans for what to do with his career beyond continuing to work at the newspaper and develop his skills. For all that the articles he proofread could be very interesting, journalism wasn't his passion any more than teaching was. What he really enjoyed was writing, even if he wasn't all that creative. The more he'd thought about it, the more working as a freelance writer and blogger appealed to him. He would continue here so long as he needed to pay the bills, of course, but once he'd gotten himself established as a freelancer he wanted to move on.

He looked up in alarm as he heard the train of obscenities coming from Jameson's office. That wasn't an unusual thing at the newspaper, since Jameson ran the place like a field marshal, but this time it was directed at Rick's friend Peter Parker. Jameson was ranting at Parker for supposedly being ungrateful and not appreciating everything Jameson had done for him, but Peter was not backing down and remained calm. Rick couldn't hear what he was saying over Jameson's shouting, but Peter remained perfectly calm as he turned and left Jameson's office.

"What was that all about?" Rick asked Peter as they ate lunch later that day.

"You mean what set Jameson off?" Peter asked. "I gave him my two weeks notice to tell him I'm quitting the _Bugle._"

"Doesn't surprise me," Rick nodded. "Is that why Jameson called you ungrateful? What did he mean?"

"He originally hired me when I was seventeen and still in high school," Peter explained, "and I've worked here for the last few years. I originally won a photo contest Jameson had to see who could get pictures of Spider-Man, and then I helped fix some of the Internet problems he was having. That's what made Jameson hire me as a tech support guy and also do some photography jobs as well. But now that I'm graduating, I'm also starting an internship at Fireheart Industries. I'll be able to get my Masters and my Ph.D on Fireheart's dime, so I won't need the job here anymore. Uncle Ben's got a lot of savings invested with Bernie Madoff, too, so we're pretty much set as far as money goes."

"So Jameson's mad at you for leaving the _Bugle?_" Rick asked.

"Pretty much," Peter said. "Never mind that the main reason he hired me was because he could pay me less than a full, professional IT guy or photographer," he rolled his eyes. "But that's all water under the bridge now, I think. How about you? What are you planning to do?"

"I want to do something like freelance writing or blogging," Rick explained. "I might as well stay here until I get myself set up."

"Probably a good idea," Peter shrugged. "I have to say, you've done a really good job learning how to deal with working here."

"It's not too hard," Rick shrugged. "If I can put up with my buddy Kenny for the last decade, dealing with Jameson is a cakewalk!"

They both laughed at this.

* * *

"He's not saying anything," Montana explained to the Kingpin, referring to the burglar who'd been caught breaking into the house where LaMuerto's memory stick was stashed, "but Sleepwalker interfered again."

"That settles it, then," the Kingpin replied with an icy calm. "I do not care whether Sleepwalker has any knowledge of LaMuerto's weapons caches. What I do care about, is that he pays for interfering with my plans!"

"So it's time for that drastic plan you mentioned?" Montana asked.

"Indeed," the Kingpin replied. "Tell Fancy Dan that I have a particular person I want him to call. That person, I imagine, will be particularly motivated to receive a contract to kill Sleepwalker!"

* * *

Collapsing to one knee, Pete Wisdom tried to force himself to keep going. Sweat stung the many deep cuts he'd suffered, and the amount of blood he'd lost meant he might not even last the night. Even if that was the case, he had to get these files to his superiors at MI6, the United Kingdom's intelligence agency. The HYDRA bastards had been clever-knowing that so many of their most critical files could be hacked into from anywhere in the world, or even sent anywhere in the world with a smartphone and a memory stick, they'd made sure to only write the information in the files down on paper, keeping them under lock and key. They couldn't be hacked electronically, which meant Pete had had to break into HYDRA's facilities and steal the physical copies.

These files had the potential to cripple HYDRA's operations not only in the United Kingdom, but across the whole of Western Europe. The terrorist organization sought to forcibly unite the entire world under a global fascist regime, and for decades they'd been almost as much of a danger to the Western world as the Communists had been. In some ways they were even worse, as they'd posed just as much of a threat to the Communists themselves-even the Russian KGB was known to cooperate with the American CIA if it ensured that they could stop HYDRA.

Unfortunately, HYDRA had gotten wind of what he was doing, and had sent a super-powered assassin after him. This assassin was good-he'd fought the Incredible Hulk to a standstill, and in fact he specialized in the assassination of superhumans because he was all but immune to anything they could throw at him. Pete's own mutant power, which enabled him to shoot energy bolts at his opponents, had only powered the assassin up.

Now, trapped in a tunnel of the London Underground, Pete Wisdom could hear the assassin's footsteps coming towards him. Finally taking a deep breath, he rose to his feet and tried to run. Unfortunately, he couldn't react in time to see the missile flying at him, and screamed in pain as it pinned his arm to the wall of the tunnel. The missile was a long, sharp razor, capable of cutting through almost anything short of adamantium.

Pete had dropped the files when the blade had pinned his arm to the wall, and he lacked the strength to pull it free. The assassin had caught up to him by now, a tall, thin man dressed all in black from head to toe. Only the gleaming black bands on his wrists distinguished him. With a flex of his arms, the man caused a pair of long, slender blades to extend from his wristbands. His face bore a cold, almost lifeless look as he stared down at his prey.

"I suppose this is where you try quoting James Bond?" Hellrazor asked the bleeding Wisdom calmly. "My employers at HYDRA commented on the fact that British intelligence just isn't what it used to be."

To his credit, Wisdom didn't display any distress, instead spitting in Hellrazor's face.

Hellrazor's eyes narrowed.

With one of his blades, he slashed Pete Wisdom down the middle, causing a dreadful line of blood all across his torso. With the other blade, he swiftly decapitated the British intelligence agent, taking Wisdom's head clean off his shoulders to land on the ground next to his corpse.

Retracting his blades into his wrists, Hellrazor nodded in satisfaction as he gathered up the files Wisdom had stolen. The HYDRA people who had contacted him would be pleased with the results, even more so when he related that one of the biggest European thorns in their sides was dead. Wisdom couldn't even touch Hellrazor, who had the unique ability of being able to draw on almost any type of energy and use it to increase his own strength and stamina. He could draw on almost anything, from kinetic force to radiation to electricity to psychic power, absorbing it without harm. He could use that added strength to make his wrist blades even more deadly, or focus it into blocks of solidified energy in the form of razors, which he could use as missile weapons. The razor pinning Wisdom's arm to the tunnel wall would fade in due time, leaving the British spy alone to rot.

On a sadistic whim, Hellrazor picked up Wisdom's severed head and decided to take it with him.

He wondered how much Wisdom's head would be worth to Baron Von Strucker.

(_**Next Issue:**_ Although some of Sleepwalker's enemies have defeated him before, he has always managed to eventually triumph against them. Unfortunately, Hellrazor is the sole exception, and when the Kingpin hires him to kill Sleepwalker, the murderous assassin intends to finish the job! Can Sleepwalker hope to survive against an enemy that he only managed to defeat with the help of Wyatt Wingfoot and the Thing, and who would have killed any of them if they'd fought him alone? All this and more in _the Sleepwalker Annual #6: On A Knife's Edge!_)


	83. On A Knife's Edge

Rick Sheridan yawned wearily as he clicked the SEND icon on his e-mail. This was the fifth job application he'd filled out today, and he was completely worn out. Spring Break had come to an end, but it hadn't offered much in relaxation for Rick, his girlfriend Alyssa Conover, or any of their housemates. Their friends Red Ericsson and Julia Winhill were working on the Presidential campaigns of the politicians they'd supported, Kenny Anderson was eagerly working on his portfolio in preparation for his application to graduate school and Alyssa herself was caught between practicing for her dance recitals and teaching at the dance studio she worked at.

He was trying to determine what he wanted to do as a career. Working as a copy boy at the _Daily Bugle _appealed less and less to him, particularly since his friend Peter Parker was leaving the newspaper. He had never been all that interested in journalism anyway, and the pay wasn't good enough to justify continuing to work there. He planned to keep going until he'd established himself as a freelance writer and editor, doing corporate blogging, contract editing or something else that really allowed him to stretch his writing skills and paid him a bigger salary. Going to graduate school, if that was what we wanted, would cost a lot of money, and even if he didn't do it he'd still need a full time job after he got his Bachelor's degree.

Turning off the computer, it didn't take Rick long to brush his teeth and change into his pajamas before he climbed into bed.

As Rick fell asleep, his last thoughts were of how much things would likely change for him once he'd gotten his degree.

* * *

SLEEPWALKER ANNUAL #6

"ON A KNIFE'S EDGE"

* * *

Emerging from Rick's mind as he fell asleep, the alien Sleepwalker that was bonded to Rick's consciousness and trapped in his mind was also pondering the ways things changed in the human world.

It had been more than a year and a half since Sleepwalker had become trapped in Rick's mind, unable to return to his otherdimensional home. The Mindscape was a dimension that was connected to the minds of every living creature on the physical plane, and from which the beings of the physical realm absorbed the mental energy their minds needed to sustain themselves.

In the Mindscape, every entity that called the place home was either benevolent or malign to the beings of the physical world, and many of those creatures lived for very specific purposes. The Sleepwalker race, for instance, was sworn to guard the minds of the humans and other beings of the physical realm from those malevolent demons and monsters of the Mindscape who sought to prey on them. Centuries, even millennia, could pass without discernible change, as the beings of the Mindscape sought to fulfill their races' goals. The beings of the Mindscape had little to no use for money, industry or art, creating almost everything they needed with their own inherent abilities.

So it was that the Sleepwalker, when he manifested in the human world, found humans to be among the most complex and contradictory creatures he'd ever encountered. He was bemused by the fact that some humans could show such deep compassion and love, while others were hateful, cruel and sadistic. Humans had an incredible creative drive that led them to produce beautiful works of art and strange scientific marvels, and also a greed that often led them to commit abhorrent crimes for the sake of financial gain or indulging their sick pleasures.

Sleepwalker was not disturbed by the positive aspects of humanity, and indeed he found them highly admirable. He was sickened and disgusted by the evil some humans perpetrated, and he had now fought it countless times, protecting the innocent in the physical world the way he did in the Mindscape. However, even after the many close friendships he had formed with various humans, and the deep love he had come to feel for them, he still felt a keen sense of loneliness.

Earth was not his home, and he did not feel as though he belonged here. Rick and Alyssa had been appalled when Sleepwalker had told them what his race's society was like, but they had been judging it from their human perspectives. A Sleepwalker's existence would have been unbearable for most humans, but to Sleepwalker it was tremendously uplifting, giving his life meaning and value all at the same time and he missed it very much.

_Rick has made every effort to assure me that I am not alone in this world, _Sleepwalker thought to himself as he flew through the night on his patrol, _but his efforts are to no avail. Neither he, nor any of my other human companions, can entirely comprehend the unique situation with which I am confronted. All of the inhabitants of this world are humans, however much they have been altered from the conventional human appearance, whether by spontaneous mutation or unforeseen circumstances._

_Indeed, as much as I desire to return home, I know that I am in no way worthy of doing so, particularly given-_

The screams and gunshots coming from below caught Sleepwalker's attention and he quickly flew down to ground level. He saw a group of people, whose shabby clothing and appearances marked them as street people, running away in terror from a gang of street punks shooting at them. The punks were laughing out loud at their hapless victims, who could only run helplessly.

Sleepwalker's eyes glowed in the night, as the alien came down to face the punks. The hooded creature with the glowing red eyes was well-known to New York's criminal element, and Sleepwalker's arrival made some of the punks start running, even as others tried to shoot at him. Scowling angrily, Sleepwalker emitted the reddish fuchsia light that made up his warp vision from his eyes, ripping the chain link fence behind the punks off its posts and wrapping like a net all around the gangbangers, who struggled helplessly to break free. The punks began shouting curses and threats, even as the street people began cheering on Sleepwalker.

The alien's thoughts were only reinforced as he looked from the thugs he had captured to the people they were victimizing. The homeless people's main interest was typically to live their lives in peace, just making ends meet and not harming anyone. The gangbangers, on the other hand, often committed their crimes as much for fun as for profit, relishing the fear their victims felt and enriching themselves off the suffering of others.

Images of Rick, Alyssa and the rest of Sleepwalker's human friends flashed through the alien's mind as he looked at the homeless people he had just saved. When he turned to the gangbangers, images of the many human supervillains he'd fought, the likes of 8-Ball, the Chain Gang, Equinox, the Ringer and Lightmaster occupied his thoughts.

Sleepwalker could only shake his head as he reached into the pocket of one of the gangbangers and pulled out the punk's cell phone, which he used to call the police.

_Humans…oftentimes apparently so straightforward, and yet so perplexing…_he thought to himself.

* * *

Sitting in Empire State University's Career and Study Planning Services Centre, Rick reviewed his notes as he went over what he planned to say to the guidance counselor. He wasn't sure whether he should go to graduate school, and he thought it might give him an advantage in the freelance writing career he wanted to pursue.

When he was invited into the counselor's office, Rick was rather surprised to see a younger man who didn't seem much older than his mid-thirties. He was tastefully clad in a tweed suit and tie, and his thick glasses made him look particularly academic, so he seemed to fit the part. However, his thick brown hair and the youthful glint in his eyes distinguished him from the older professional type Rick would have expected.

"So nice to meet you, Rick," Mr. Fox greeted the younger man as he sat down. "Now, what can I do for you?"

"I'm wondering whether it would be a good idea for me to pursue graduate studies," Rick explained.

"Okay, and why do you think it would be a good idea? What do you plan to do?" Mr. Fox asked.

"I want to work as a freelance writer and editor," Rick explained. "I'd like to help companies with blogging, communications, speeches, things like that. I've already gotten some experience working at the _Daily Bugle, _and I want to keep building on that. I also think that building up my credentials with a Master's degree will really help me stand out from the crowd."

"It can," Mr. Fox agreed with him. "But recruiters are also looking more and more for the 'soft' skills these days."

"What do you mean?" Rick asked curiously.

"The ability to read between the lines, for one thing," Mr. Fox pointed out. "Being able to understand what customers are looking for or will want to say, understanding how what you're saying or doing will translate in public, and how to explain complicated subjects to unfamiliar audiences. Those are all things that English majors have an inside edge on."

"Yeah, and that's stuff I'd be good at," Rick nodded, not entirely sure where Mr. Fox was going with this.

"The thing is that these skills can be used in a wide variety of fields, and you're already developing them with your Bachelor's degree and your work at the newspaper," Mr. Fox pointed out. "Have you considered internships, or more practical work experience training as an editor?"

"Yeah, I have, but I've just started putting my name out there," Rick replied. "I was wondering if graduate school would help me with that."

"Well, bear in mind that a lot of the people who are editors often train specifically to be editors," Mr. Fox pointed out. "You'll need a lot more connections outside the academy, particularly if you go to graduate school. Employers can be just as impressed, if not more so, by the amount of work experience you have as by your degrees. And it always helps to have a fallback plan-that extra amount of experience you gained doing something else might be your ticket to something you never even anticipated in the first place. I've known English majors who ended up working in computer science or for art museums because their employers were impressed by their communication skills."

"So you're saying I shouldn't go to graduate school?" Rick asked in surprise.

"Not exactly," Mr. Fox shook his head. "I'm saying you shouldn't go into graduate school without a very good idea of what you want to do with your degree. Otherwise, you'll end up with an MA and not much idea of what to do with it when you could have been using that time to further develop your practical job skills. At this point in your life, I think you'd be better off interning after you graduate. And don't write off your job at the newspaper just yet-networking is just about the best thing you can do in today's job market. If you make an effort, you can make a lot of contacts at the newspaper, especially if you use it as a stepping stone to better prospects."

That wasn't quite what Rick had expected to hear, but he rubbed his chin thoughtfully as he considered the counselor's words.

"Then I guess I'd better start looking," he realized. "Do you have any suggestions?"

"There are a number of forums I'd recommend checking," Mr. Fox replied, before he listed them off for Rick. "If you give me a day or two, I can also help you find a list of internships or other opportunities you might be interested in," he offered.

"That'd be great!" Rick said brightly. "Thanks for your help."

"That's what they pay me for," Mr. Fox grinned.

They shook hands and Rick left the Centre, realizing that he had a lot of thinking to do.

* * *

"It's a pleasure to see you again, Hellrazor," Wilson Fisk greeted the new arrival as he stepped into his office. "I presume your flight from London was enjoyable?"

"Very much so," Hellrazor nodded calmly. "I presume you're interested in engaging my services once more, despite my past attempt being only partially successful?" There was an edge in his voice, as he was not particularly pleased at having to mention the one failure on his otherwise perfect record.

"Of course I am," the Kingpin smiled, lighting one of his trademark Havana cigars. "Indeed, I would like to congratulate you on your success in dealing with that infernal Pete Wisdom-his work with Interpol caused my syndicate more problems than I cared to remember."

While the Kingpin had always been extremely careful to keep his public identity as the head of Roxxon separate from his identity as an anonymous crimelord, there was the occasional time when he'd shown the connection to people besides the Enforcers, the lieutenants who ran the day to day affairs of his syndicate. Roxxon executive Carlton Beatrice had been one of those people, after Beatrice had unwittingly discovered the connection on his own. Hellrazor was the one costumed criminal who also knew of the Kingpin's double life, due in no small part to his impeccable professionalism and his ability to keep his mouth shut about whoever had hired him.

"Indeed," Hellrazor replied calmly, placing his elbows on the armrests of his chair and linking his fingers in front of him as he sat down. "So, what are the details of your plot this time?" he asked, his voice as dead calm as his eyes.

"I want you to kill Sleepwalker," the Kingpin smiled, appreciating the angry look that sprang up in Hellrazor's eyes. "Rest assured that I don't fault you for your defeat at his hands the last time. It was that imbecile Carlton Beatrice that forced you to attack at a moment that you did not choose, as I recall. You were forced to battle Sleepwalker, the Thing and Wyatt Wingfoot all at once because of Beatrice's incompetence."

"And even then, the only reason they won was because of teamwork-they were prepared for me," Hellrazor noted, an undercurrent of anger slipping into his voice. "How is Mr. Beatrice, anyway?"

"After that debacle with Wyatt Wingfoot, I grew decidedly less impressed with his performance as an executive," the Kingpin smirked, "until I decided he was no longer worth the money I was paying him. Suffice to say that he was…shall we say…**terminated** in more ways than one," he finished with a terrifying grin.

"Good," Hellrazor replied without smiling. "Am I to presume that I'll have full discretion as to how and when to strike?"

"Of course you will," the Kingpin replied, the wide, evil smile never leaving his face. "Indeed, I'm hurt you would even need to ask," his expression changed to a look of faux hurt.

"Fine then," Hellrazor nodded. "What kind of information have you accumulated on Sleepwalker?"

Reaching into his desk drawer, the Kingpin pulled out a memory stick and tossed it to Hellrazor.

"I've had my lieutenants put together everything we've been able to gather on Sleepwalker from every source we've come into contact with," the Kingpin explained. "I leave the details of planning the assassination itself to you, and I ask only that you bring me Sleepwalker's head…with or without the rest of his body. Just how much did you get from Baron Von Strucker for Pete Wisdom's head, anyway?"

"Enough," Hellrazor replied, his voice taking on its cold, calm tone again as he rose to leave.

The Kingpin only raised an eyebrow as Hellrazor slammed the door behind him.

* * *

Hellrazor removed his street clothes with a disgusted sigh as he lay down on the bed of his fancy room at the Plaza Hotel, one of the most upscale places in all of New York. Sleepwalker had caused the one blemish on his perfect record as an assassin, and he was eager to even the score. Ever since he'd left Advanced Idea Mechanics, he'd prided himself on his efficiency as a hired killer. Just about everyone in the costumed assassin trade had failed to fulfill a contract at one point or another-it was one of the breaks of the game in a world filled with superpowered heroes and security agencies that had become more and more experienced in dealing with supervillains-but for him it was a point of pride.

When he'd volunteered for the Hellrazor Project with A.I.M., the terrorist organization determined to remake the world into a technology-dominated tyranny under their rule, he'd been known as Denton Phelps. For all intents and purposes, Phelps considered his life to be rather meaningless, particularly when he was "nobody anybody knows", hardly worth anyone's notice in this huge, overwhelming world. Without any kind of a real identity, there was no reason for anybody to notice him when he was lost in the shuffle.

That was the main reason he'd volunteered for the Hellrazor project, which had transformed him into a kineto-synthetic cyborg with the ability to absorb almost any kind of energy thrown at him and absorb it into strength and stamina, which he could also manifest as solid energy in the form of razors which he could shoot from his wrists. Working as an assassin for A.I.M. gave him something to do with his life, a reason to live, making him **somebody **more than the worthless Denton Phelps.

Now, he was known as one of the world's foremost assassins. After he'd fulfilled his original obligations to A.I.M., he'd become a freelance killer for hire, and relished the opportunity to further develop his reputation. Almost every other hired killer had multiple failed contracts on his or her resume, but the only failure on Hellrazor's record was that of Wyatt Wingfoot.

That one failure, that blemish on who he was, filled him with rage.

Now, with Sleepwalker as his next target, he would get the opportunity to avenge that failure, at least in part.

His defeat at the mysterious red-eyed hero's hands grated on him, as the one blemish on his identity.

It was incumbent on who he was, as Hellrazor, to destroy his hooded foe.

Nothing, and no one, would be able to stop him.

* * *

Hellrazor nodded to himself in satisfaction. He'd studied all the reports of Sleepwalker's movements, and they'd confirmed his suspicion that the mysterious bug-eyed hero frequently returned to areas where he'd been involved in significant cases. The hooded freak no doubt wanted to be sure that there whatever threat had been involved in had been dealt with. Once he'd satisfied himself, he would then resume his patrols, which ranged all across New York. Sleepwalker had been seen several times in the general vicinity of the house the Kingpin was so interested in, probably wondering why such a low-income residence with nothing worth stealing attracted so much attention.

Sleepwalker was also typically only active in the dead of night, often after 9:30-10:00 PM. That meant that Hellrazor would have to time his attack carefully so he could attract the attention of Sleepwalker, but not any other hero. Still, the spies the Kingpin had watching the house had detected Sleepwalker's arrival sometime typically about 1:00 AM, while heroes like Daredevil and Moon Knight had as yet shown no indication that they knew about what the house actually contained.

Nodding to himself, Hellrazor closed his laptop and picked up the stun gun he carried hidden in his briefcase.

One shot was all it took for the electricity to begin shocking him.

The energy surged through him, restoring his strength.

He wasn't sure what felt more good, the money he was going to make killing Sleepwalker, the electricity charging his body or his avenging the one failure on his otherwise impeccable record as a killer.

* * *

Flying across the night sky on his evening patrol, Sleepwalker tried and failed to shake the sense of melancholy he felt. Why, even after all the reassurances he'd felt from his human friends, and all the good he'd accomplished on Earth, did he still feel so depressed?

For some reason, an image of his beloved mate Sv'ara occupied his thoughts. She had been able to visit him ever since he became trapped in Rick's mind, but she hadn't returned in likely well over a year. The bitter hurt and frustration she felt reflected his own, and while they had never said it out loud to one another they both knew that the love they felt was a thing of the past. She could not continually intrude on Rick's mind to visit him, and because of his sin in becoming trapped in Rick's mind he had no real moral right to see her again.

Yes, that was it, Sleepwalker realized. Because of his original sin in nearly ruining Rick's life, he was no longer a true Sleepwalker in spirit if not in body, and he did not deserve to be called Terren'sk. He was reconciled to living on Earth until that sin was cleansed and he had properly atoned, but until then he was unworthy of his name, no matter what Rick, Alyssa or any other human told him.

Once again, he was snapped from his reverie by the screams and explosions. It came from the same neighborhood where that violent home invasion and subsequent break-in had happened. Sleepwalker knew full well that there was something seriously wrong over there, and he intended to put a stop to it.

Two houses had already been torn to bits, their inhabitants cut to ribbons. Sleepwalker's eyes glowed red with anger as he looked for the victims' murderer. A loud crashing sound cut through the air behind Sleepwalker, and he whirled around to see what it was. Crashing through the wall was a dreadful sight that Sleepwalker would have preferred never to see again. The tall, thin man was clad all in black, and the blades protruding from the bracers on his wrists were of a matching color, for all that they were dripping with blood.

Sleepwalker had battled Hellrazor twice before, when he'd tried to prevent the killer cyborg from murdering the Keemwazi leaders Wyatt Wingfoot and Silent Fox. In their first battle, Sleepwalker had stood no chance and would likely have been killed if Rick had not awoken, pulling Sleepwalker back into his mind. Sleepwalker had won his second battle with Hellrazor, but that time he'd had the assistance of Wyatt Wingfoot and the Thing, the superpowered member of the Fantastic Four. They'd had a carefully planned strategy for defeating him that time, and without all three of them it would likely have failed.

Sleepwalker had none of those advantages now as he faced Hellrazor, whose eyes lit up as he caught Sleepwalker's gaze.

"I was wondering when you'd show up," Hellrazor said calmly, an unnerving smile crossing his face. "And here I was afraid I'd attract Moon Knight or Daredevil…"

"_I am to presume that you initiated this carnage to attract my attention?" _Sleepwalker demanded, his anger rising.

"Of course," Hellrazor grinned. "I'm not after that Indian Wingfoot this time. I'm here to kill you this time," he continued, pointing at Sleepwalker with one of his blades. "And this time you don't have the Thing to protect you," he continued, that calm, mocking smile never leaving his face.

Now Sleepwalker felt agitation along with his rage. He feared nothing, but his mind was racing frantically as to how he could stop Hellrazor. The cyborg specialized in the assassination of superhumans because his powers made him immune to just about everything that they could throw at him. He could even absorb the powers of Sleepwalker's warp beams, and the strength he gained from absorbing energy allowed him to break free of almost anything Sleepwalker could restrain him with. The battering rams and blades Sleepwalker could fashion with his warp vision were no better.

Hellrazor burst into action, firing a bevy of razor-sharp blades from his wrist bracers at Sleepwalker. In addition to using the energy he absorbed to boost his strength and stamina, Hellrazor could also solidify it and release it as razor-sharp blades. Sleepwalker sprang out of the way in his efforts to dodge them, but he cried out in pain as he suffered several brutal cuts on his left arm and leg. Hellrazor followed up immediately, springing at Sleepwalker and slashing him with his wrist blades.

The alien ducked and dodged, springing back further as he focused his warp beams. Casting his warp vision directly at the blades, he tried to break them the way he had done the last time he'd fought Hellrazor, but the cyborg only laughed and sheathed his blades. He then cast his arms directly into the path of Sleepwalker's warp beams, absorbing the energy directly into himself and recharging his powers. Springing at Sleepwalker again, he released his blades and slashed the alien across the chest. As Sleepwalker doubled over in pain, Hellrazor angled one of his blades up and slashed down at Sleepwalker's neck in an attempt to decapitate his foe. Sleepwalker managed to avoid losing his head, but he suffered a long gash across his upper back that left rivulets of greenish-red blood oozing all down his body.

Wracking his brains, Sleepwalker tried to think of what to do. There was one chance, one slim, outside chance, but it was all he had. He could only pray that it would work.

Flying up into the air, Sleepwalker cast his warp beams all around him, reshaping the debris on the ground into pincers, cuffs and other restraints that could entrap Hellrazor. He was careful to keep his warp vision out of Hellrazor's reach, forcing the killer cyborg to expend his power cutting or breaking himself free. Hellrazor shot several blades up at Sleepwalker, and the alien skillfully dodged them all. Gradually, Sleepwalker increased the density and hardness of the restraints he was entangling Hellrazor with, forcing him to expend more and more power breaking free. Finally, as Hellrazor's power began to run out, Sleepwalker entangled him in another wave of especially hard debris, tripping him up and leaving him unable to escape as the debris solidified all around him.

Hellrazor shouted and cursed as Sleepwalker came back to ground level, breathing heavily from his efforts. The alien ached all over from his bleeding cuts, and he was thankful that he'd defeated the assassin this time.

Sleepwalker didn't notice Hellrazor stretching out his fingers to the exposed live wire sticking out to the debris. The assassin connected his fingers to it, and began greedily absorbing its energy, easily recharging himself. With a cry of triumph, he shattered the debris binding him and sprang back up again, charging at Sleepwalker. Only finely honed reflexes saved the alien from being gutted like a fish, but he was now on the defensive as Hellrazor slashed at him mercilessly, each blow missing only by inches, if that.

"Did you really think that would work on me a second time?" Hellrazor asked mockingly. "That was how you and the Thing defeated me the first time, remember? I even let you trip me up where I'd be close to a live wire! I can absorb any kind of energy!" he continued, slashing away all the while as Sleepwalker kept dodging.

For a moment, the alien wondered if his situation was hopeless. There was nothing he could do to fight back, for all his power, since Hellrazor could absorb any kind of energy.

Despair was replaced by anger as he recalled what Alyssa had told him about foolishly throwing his life away.

"_Don't take it," _she had told him. _"I might end up missing you." _

_Damn my loneliness and damn my unworthiness, _Sleepwalker thought to himself. _I have not progressed so far, surviving madness and grief, only to perish at the hands of a monstrosity such as this!_

Releasing his warp vision, Sleepwalker cast it on the ground, making it rise up in a wave so Hellrazor was forced back. Flying up into the air, Sleepwalker cast his warp beams at Hellrazor again, deliberately stopping them just out of Hellrazor's reach. Angrily, Hellrazor cast another flurry of razors at Sleepwalker, charged from his own energy…

…and in that, Sleepwalker found the answer.

Dodging out of the way of the blades, Sleepwalker cast his warp beams at them. He reshaped the razors into a pair of larger spears, one of which he grabbed in each hand as he came back down to earth. He suddenly charged in at Hellrazor, catching the cyborg completely off guard as Sleepwalker thrust his spears at the killer.

One of Sleepwalker's spears, formed from Hellrazor's own solidified energy, tore in at his chest, while another slashed at his leg. Hellrazor only smiled at Sleepwalker's stupidity and prepared to absorb the blades, only to howl in pain as they pierced through the outer shell of his body. Stumbling back in pain, he slashed at Sleepwalker, scoring minor hits on Sleepwalker's right arm and left hip, but the hooded warrior was faster, hacking into Hellrazor's arms with a wicked grin on his face.

Hellrazor's greatest strength was his ability to absorb energy and reprocess it for his own purposes. However, Sleepwalker had figured out his greatest weakness-he could not absorb or process energy he had already converted. Now, Sleepwalker's attacks were wreaking havoc on his cybernetic systems, as they could not properly process the energy of his spears. Hellrazor tried to find something, anything, that he could absorb to recharge himself, but his mechanical body was seriously damaged and he was having a hard time defending himself properly.

He began screaming furiously-part of his cries came from pain, but more they came from the damage Sleepwalker was doing to his reputation and his powers. With all the damage to his systems and to his record, he was going back to be puny, ordinary Denton Phelps, nobody anybody knows…

…but there was nothing he could do.

He was just Denton Phelps, nobody anybody knows, as Sleepwalker encased him in debris with his warp beams.

Denton could hear the police sirens in the distance, and realized that he was just…

…nobody anybody knows.

* * *

Wilson Fisk, the man who had hired Hellrazor to kill Sleepwalker, smiled as he read the reports from his lieutenant, the Ox, about how the cyborg killer had failed. While ridding the city of one of its many interfering superheroes would have been nice, the Kingpin was in fact quite satisfied with Hellrazor's performance. The Kingpin and Hellrazor had worked together to develop a plan that would allow them to achieve both their goals. Hellrazor's battle with Sleepwalker would serve as a useful distraction, provoking most of the neighborhood residents into fleeing, including the inhabitants of the house that contained the hidden memory stick the Kingpin wanted so badly.

In all the commotion, no one would notice a person sneaking into one of the houses. That was exactly what one of the Kingpin's most talented burglars had done, sneaking into the house, which had been abandoned by its owners, and searching out the memory stick that the Kingpin wanted so badly. The memory stick contained a full list of illegal arms caches worth billions of dollars, and the Kingpin was eager for the profits he could make off their sale. The Kingpin had given strict orders to Hellrazor to keep the battle away from the house, so that his burglar would not be disturbed and the memory stick not be destroyed in the crossfire of the battle.

The Kingpin hardly cared that Hellrazor had not killed Sleepwalker. He had sent his burglar to find and retrieve that memory stick, and the burglar had done just that. Now, that memory stick was plugged into his computer, its encryption broken by the Kingpin's expert hackers.

All of the information was at the Kingpin's disposal, and dollar signs danced in his head as he pondered how he could best use the information.

* * *

Resting and healing himself in Rick's mind the next night, Sleepwalker reflected on how meaningful, and yet how futile, everything had seemed. He had brought Hellrazor, a mass-murdering killer for hire, to justice. Hellrazor was just the latest in a long line of costumed criminals Sleepwalker had defeated, to say nothing of all the conventional, minor criminals he'd captured. And then there were the dozens of lives he had saved, people whose lives would have been lost or ruined if Sleepwalker had not been there to protect them.

And yet, for every criminal he captured, two more villains sprang up to replace them. Few of them had ever seemed redeemable, and often resumed their crimes when they escaped or were released from prison. The likes of Spectra and Mr. FX had shown more noble sides to their character, but they were the exception rather than the rule.

Similarly, Sleepwalker's original sin remained and his honor was still disgraced. He longed to return home, and to be able to call himself Terren'sk once more, but he knew he had no right to do either until he had truly atoned for his mistakes. And yet, the friendships he'd made among the humans, particularly among Rick and his housemates, were a comfort that enabled him to carry on.

That realization made the alien start to laugh in spite of himself. He'd completely forgotten what he and Rick had talked about…

_"I was uncertain as to whether you wished to discourse with me directly, considering the auspicious time of year that is upon us,"__the alien said, rubbing the back of his head somewhat awkwardly.__"It is scarcely conceivable that so much time has passed since our existences were intertwined, and yet…"_

_"Yeah, I know how you feel," Rick said, not entirely sure what to say himself. "Feels like it's been forever, doesn't it?"_

_"Indeed,"__Sleepwalker acknowledged.__"…Are you possessed of the same sentiment of uncertainty as I?"__he asked after a few moments._

_"You've been seeing my thoughts all day," Rick shrugged. "Where do we go from here?"_

_"I am left with a retrospective consideration of both our negative and positive experiences, one for which I confess that I am utterly at a loss as to determining an appropriate summation,"__Sleepwalker shrugged sadly._

_"…Maybe we don't need one, though," Rick realized after a moment._

_"What do you mean?"__Sleepwalker asked in confusion._

_"…I'm wondering whether I haven't spent too much time thinking about all this," Rick finally said. "I mean, I keep going around in circles trying to justify everything that's happened, and I haven't really found an answer. All I end up doing is getting myself worked up for nothing. You've seen it, haven't you?"_

_"Indeed I have, and in many respects I am condemning myself with the same affliction,"__Sleepwalker nodded.__"Far too often have I reflected on whether I have betrayed the ideals and honor of the Sleepwalker race, or what N'ogskak would have thought of our situation and my efforts to combat the criminals of the human world in response to it, or indeed whether I am worthy to return to the Mindscape, should our fusion ever be broken. And yet, what have I accomplished with such ruminations? I am no further to discovering an answer than I was a year ago, while my struggles against the evils of the human world continue unabated. My concerns have in many respects proven immaterial when weighed against my efforts to protect the innocent."_

_"It's just like Alyssa said," Rick replied, smiling sadly. "You'd think with all the problems in this world, there'd be more answers."_

It was the same old cycle, Sleepwalker realized. He felt his guilt and shame, and then remembered the love and strength that allowed him to carry on. He accomplished nothing with his endless ruminations, and yet accomplished so much as a crimefighter on Earth.

_For all my reflections, I have forgotten the simplest one, _Sleepwalker realized. _At some point in the indeterminate future, my imprisonment in Rick's mind will end, and he will be free of my presence. Until such a time, I am capable of accomplishing the most reasonable facsimile of my responsibilities by acting as a superhero in the world of humans. _

_Perhaps all that I require, _he thought to himself.

(_**Next Issue:**_ Final exams are just around the corner for Rick and his friends, and Rick has the additional challenge of trying to find the prospects necessary to start his career. New York as a whole could have much bigger problems than anyone suspects, however, when the Kingpin starts seizing Fabian LaMuerte's weapons caches and prepares to sell them on the black market. Sleepwalker, in particular, becomes caught up in the affair when his old adversary Lightmaster becomes involved in the brewing arms deals! All this and more in _Sleepwalker #73__: The Cold Light Of Day!_)


	84. The Cold Light Of Day

Rick Sheridan shut off his computer and put away his textbooks, rubbing his eyes after a long day of studying. He was lucky he hadn't been called in to work today, as final exams were next week and he wanted all the studying time he could get. The combination of work and school were a grind to him, far more so these days than having to accommodate the alien Sleepwalker that was trapped in his mind. Rick had long ago sorted out most of his issues with having Sleepwalker living in his head, and for the most part they no longer troubled him. If anything, his punishing schedule was a blessing for Sleepwalker, since Rick never needed long to fall asleep so the Sleepwalker could emerge in the physical world.

But even so, Rick's schedule was wearing him down, as it had all of his close friends and housemates. It was why he was looking for alternate work besides his editing job at the _Daily Bugle _newspaper, something that paid better while hopefully allowing him more time to his studies and to himself. While the university guidance counselor had advised Rick not to quit his job before he found something else, Rick was tired of working at the _Bugle, _particularly since his friends Peter Parker and Julia Winhill wouldn't be there much longer either. His counselor was going to provide a list of internships, and Rick himself was going to discreetly ask some of his coworkers about similar opportunities.

Leaning heavily on his cane as he got up from his desk, Rick winced in pain. His right knee had been badly injured in a supervillain rampage several months ago, and the damage was permanent. Rick could now only walk with a cane to support him, and even now his knee still hurt. Tapping his cane all the way, he walked into the kitchen and took his pain medicine, washing it down with some milk before he went into his bedroom.

Yawning as he went to bed, Rick reminded himself that he should be thankful that the worst problems in his life were ones that countless other people endured every day. Even his crippled knee didn't stand out that much, given how many people suffered the life-altering consequences of everything from car accidents to violent assaults to the chaos caused by superhero battles.

He pointedly remembered that, but it didn't stop him from cursing under his breath about the pain.

* * *

SLEEPWALKER #73

"THE COLD LIGHT OF DAY"

* * *

"Morning, honey!" a cheerful voice greeted Rick as he limped into the kitchen the next morning. Rick only smiled as he contemplated his housemates Red Ericsson, Julia Winhill, Kenny Anderson and Alyssa Conover, his girlfriend and the woman who'd greeted him as he walked into the kitchen.

"Morning, Aly," he grinned back, bending down to kiss Alyssa on the cheek from where she was sitting at the breakfast table. "How are you guys all doing?"

"About as well as can be expected, considering that _The Simpsons _is still polluting the airwaves when it should have been cancelled a decade ago," Kenny replied.

Rick and the others just rolled their eyes, having long ago learned to ignore Kenny's bizarre statements.

"My Dance final is today," Alyssa replied, "and so's my Chemistry exam. On top of that, I've got a couple of hours of teaching ahead of me tonight…" she sighed, her feet already aching at the thought of it.

"Don't worry about it," Rick assured her. "You'll be all better after one of my foot rubs," he smiled, as Alyssa giggled in turn.

Red and Julia only looked at each other.

"Is it your turn to tell them to get a room, or is it mine?" Red asked her.

"I did it last time," Julia pointed out. "Why does it always have to be me?"

Rick and Alyssa turned away from each other in embarrassment, Rick heading to put some waffles in the toaster as Alyssa resumed eating hers.

"I've got my English final today," Rick quickly said, eager to change the subject, "and then after that I'm going to be seeing what kind of internships I might be able to apply for."

"Don't you already have that job at the _Daily Bugle?_" Kenny asked in surprise. "Why would you need an internship?"

Now it was Rick and Julia that looked at one another.

"You've never worked at the _Bugle, _have you?" Julia asked Kenny.

"Of course not," Kenny replied, confused as to why they'd ask him that when they already knew the answer.

"If you did, you wouldn't need to ask why I'm looking for a better-paying job," Rick replied with a half-smirk.

* * *

In public, Wilson Fisk was known as the president and chairman of Roxxon, one of the world's largest energy conglomerates. However, he also maintained a second identity, that of the Kingpin, one of the most powerful crime lords in America. The Kingpin's syndicate was involved in everything from drug smuggling to child pornography to human trafficking to snuff films to prostitution to illegal arms dealing, and the Kingpin had made almost as much money from his criminal activities as from his corporate business dealings.

Being the clever businessman that he was, the Kingpin was always ready to profit from new opportunities. One of his criminal rivals had been an arms dealer known as Fabian LaMuerto, a recently murdered Texas arms smuggler who'd taken to trafficking in the high-tech weaponry frequently used by supervillains, terrorist organizations and criminal syndicates themselves. LaMuerto had been killed before revealing the locations of many of his arms caches, but the Kingpin had recently learned where the caches were. Now, he intended to cash in by seizing the arms and having his syndicate sell them.

One of the nearest caches was located in Queens, right here in New York City. It was also one of the biggest ones, easily accessible to him when the time was right.

The only question was that of security. Crimewave and Phillipe Bazin, the Kingpin's main rivals on the New York crime scene, could easily sniff out what he was planning, or even trace it back to his source. Although the Enforcers who served as the Kingpin's lieutenants had not reported any rumors flying, the Kingpin hadn't gotten to where he was today by taking unnecessary risks.

The Kingpin knew he needed some super-powered leverage in case things went badly, but most of the costumed criminals he employed as enforcers were all in jail. It was unlikely he could get 8-Ball, Typhoid Mary or the Nasty Boys released on short notice, so he would have to look for some new hires.

Fortunately, he had just the man in mind.

* * *

Within Rick's mind, Sleepwalker weighed everything that had occurred over the last few days. Over the last two weeks, he'd had no less than three encounters at one particular house in a poorer part of New York. The first time, Sleepwalker had intervened to save the residents from a brutal home invasion, the second time he'd caught a burglar breaking into the place, and when he'd gone to the house for a third time to try and see what was so special about it he'd been brutally attacked by the cyborg assassin Hellrazor, who had been sent specifically to target Sleepwalker.

The alien warrior could guess as to why Hellrazor had been sent after him. After all, his interference on the first two occasions had clearly ruined something some criminal organization wanted with that house. Hellrazor had been sent to make sure he wouldn't interfere a third time.

What the alien couldn't figure out was what the criminal organization wanted so badly. After all, Hellrazor was a deadly, professional assassin, and his services couldn't have come cheap. And yet there was hardly anything of value in the house. All of its contents had been purchased second-hand by the residents from low-end pawn shops, the sorts of things hardly worth the effort these criminals, whoever they were, were investing.

Sleepwalker wasn't sure what the next step was. The best he could think of was to try and talk to the residents of the house to see if they could think of anything, anything at all, that criminals would want with their house.

Nodding to himself, Sleepwalker planned just how and when to visit the residents.

* * *

Dr. Edward Lansky nodded to himself as he read the readouts on the computer screen. His superiors would be very pleased with the outcome of this particular experiment, and the rewards would be especially worthwhile. Indeed, Dr. Lansky felt as though he'd gotten his life back when his benefactors had arranged for his release from Attica Prison and given him this new job. Not only did he have his freedom, but he was back working on the light physics that he so cherished.

Formerly a physics professor at Empire State University, Lansky had become incredibly jealous of one of his fellow academics, Dr. Charles Warren Fong, whose accomplishments and awards Lansky thought overshadowed his own. He'd plagiarized some of Dr. Fong's work on light optics and published it as his own, eager for the glory it could bring. Unfortunately, he hadn't counted on his plagiarism being exposed by an Empire State student who was a friend of Dr. Fong's, and to be kicked out of the university.

Enraged at the student who he thought ruined his life, Dr. Lansky had used his scientific talents to create the costumed identity of Lightmaster to try and get revenge on the student by killing her. He'd been opposed by the mysterious hooded superhero called Sleepwalker, and the two of them had clashed several times before Lansky had been defeated and imprisoned in Attica. He'd languished there for several months before the group formally known as Advanced Idea Mechanics, but more popularly referred to as A.I.M., had arranged for his release and hired him as a physicist.

Terrorist groups like HYDRA and the Acolytes of Magneto were rather straightforward in their motivations for wanting to establish global domination. HYDRA sought to act based on the principles of tyranny and fascism advocated by its dreaded leader, the Red Skull. The Acolytes of Magneto sought to create a world where mutants reigned supreme over the powerless humans who would serve them. A.I.M.'s motivations were based more on the rapid development of science. Its membership was made up of brilliant scientists and engineers who were masters at developing new technology.

Noting the role science and technology had played in developing humanity, A.I.M. sought to establish a world where science reigned supreme above all else, a global technocracy based on logical calculation and rational decision-making rather than irrational emotions and psychological attachments. In practice, this meant that A.I.M. committed violent terrorist acts to tear down anything it considered a threat to its goals, using deadly technological weapons to do so. It also raised capital by selling its technological services to various discerning clients. The deadly cyborg assassin Hellrazor was one example, who had given some of his blood money to A.I.M. in exchange for their turning him into a super-powered killer.

Criminals with scientific talents, like Lansky, were frequently recruited by A.I.M. as employees. More than anything, this was his truest joy in life, and he was loving every minute of it. He particularly enjoyed the thought of screwing over Hammer Labs, his former employer. Companies like Hammer Labs, Baintronics, Roxxon and Utrecht Industries were all involved in developing deadly weapons and other technology for terrorist groups, criminal syndicates and other similar organizations, and as such were some of A.I.M.'s worst competition. Lansky's light-manipulating technology had been developed on Hammer's dime, and Lansky relished the thought of screwing that greedy old reptile over by having A.I.M. profit from the sale of his technology instead.

Life was good for Dr. Lansky.

* * *

"The only real reason I'm still working at the _Bugle _is to pay the bills until I find something better," Rick explained to Peter Parker at the Coffee Bean the next day. "You wouldn't happen to have any idea what might be some good internships or work for writers and editors from working at the newspaper? I don't want to ask around at work too much because-"

"-because you don't want Jameson getting wind of it," Peter finished for him, a cynical smirk on his face. "Yeah, I don't blame you for that. What did this career counselor say?" he asked, referring to Mr. Fox, the university counsellor Rick had been talking to about job ideas.

"Well, he suggested that I might have to do some cold calling and peruse sites like Craigslist or some of the freelance job boards that are out there," Rick explained, "but I want to see if I can find something to really help me stand out from the competition. Mr. Fox got me some ideas for what I can apply for once I graduate, too, but I was wondering if you had any ideas."

Peter thought on that for a bit.

"Well, I did hear about a couple of internships at some of these new online publishing houses," Peter explained. "They're firms that will publish peoples' writing online and provide them with ad revenue, additional marketing, stuff like that. They need people who are good at editing and can help authors work out the issues with their writing. A lot of academic journals are getting published online now, and scientists aren't necessarily the best writers," he grinned. "I never applied for that stuff myself-I'm not really interested in journalism. Come this fall, I'll be one of the newest hires at Fireheart Industries," he finished.

Rick's eyes lit up at that.

"That's exactly what I'm looking for," he grinned. "What's the web address?"

"I don't remember off the top of my head," Peter shook his head, "but I'll ask around at the _Bugle _for you. Jameson's already pissed off at me for quitting, so there's no need for him to be mad at you too," he pointed out.

"I appreciate that, man, I really do," Rick smiled at him.

"It's all good," Peter assured him.

* * *

It was still sunny out as Sleepwalker emerged from Rick's mind that evening after Rick fell asleep. The night before, Sleepwalker had spoken with Rick in his mind and asked him to go to sleep early so that he could speak to the people who lived in the house he was so interested in. Sleepwalker wanted to visit them as early in the evening as he could, as he obviously didn't want to disturb them in the middle of the night. After everything the unlucky residents of the house had been through, a peaceful night's sleep was the least of what they deserved.

Sleepwalker's landing in the lower-class neighborhood didn't attract very much attention from the locals aside from a few cheers and waves. After the last three incidents when Sleepwalker had appeared in their neighborhood, the locals had become used to seeing him. Indeed, many of them had cheered him for his battling the cyborg killer Hellrazor, and using his warp beams to help repair the damage Hellrazor had done to a number of their homes when he'd come back on subsequent nights. The owners of the home Sleepwalker had defended more than once responded to his ring at the doorbell and let him into the house, although they were less than enthused to see him.

"I don't mean to sound inhospitable," Martin Turnipseed frowned as he and his wife Stella sat down with Sleepwalker in the living room, "but we're kinda jumpy about your bein' here, Sleepy. What's the trouble this time?"

Sleepwalker hated making these people worry, but he also knew that if anyone deserved to be aware of whatever was important to their house, it was them. He explained briefly about his concerns that there was something hidden in their house that might explain why it was being targeted by criminals, and asked if they could think of whatever it might be.

"We don't get involved in any of that shit, I'll have you know," Stella replied stiffly at Sleepwalker's question. "We've raised our children right!"

"_I have no doubt that such is the case," _Sleepwalker nodded. _"Is it conceivable that a previous tenant of the house, or a friend of one of your families, might have done something here to cause criminals to have an interest in your home?" _

Martin and Stella frowned at that.

"We don't know anything about any of that," Martin shook his head. "God's honest truth, I swear."

"_Have you experienced any other unforeseen or out of the ordinary happenstances since my previous encounter with Hellrazor?" _Sleepwalker asked.

"Nothin' at all," Stella insisted firmly. "And we haven't seen anythin' at all ever since that Hellrazor boy tried tearin' this community up."

Sleepwalker thought long and hard on that.

_Was Hellrazor's entirely spontaneous appearance in this neighborhood a distraction? _the alien wondered. _Was the true motivation for his engagement a means of occupying my attention while another criminal infiltrated the house and retrieved whatever it was these criminals have been targeting?_

"_I must communicate my apologies for disturbing you," _Sleepwalker apologized as he stood up. _"It is my belief that whatever was hidden in your home without your knowledge has been withdrawn by the people targeting it. I do not believe that I will be required to converse with you again." _

"Whatever," Martin shrugged, as he and Stella showed Sleepwalker to the door. "I'm just glad we're finally bein' left alone. Pray it stays that way…"

_Would that it were that simple, _Sleepwalker thought to himself as he took off into the sky, glancing out over the New York sunset and the glowing city lights. _These people are unlikely to be targeted any further by the criminals who have sought whatever prize was concealed in their home, but I believe that the troubles are only just beginning…_

* * *

Edward Lansky grinned as his axe hit dead on, cutting the target in two. These training sessions were a great way to let off steam from his scientific work, and in any event it was always a good way to keep his skills sharp. Dr. Lansky was clad in a bright gold costume with the emblem of a bright yellow burst of light on the chest. The costume was an amazing scientific achievement that allowed its wearer to create images out of solid light, which could then be manipulated at the wearer's command. Buzzsaws, anvils, axes, cymbals, bear traps and more had all been created by Dr. Lansky when he wore the costume. It marked him as the costumed supervillain Lightmaster, who'd become notorious for his battles with the superhero Sleepwalker.

Originally, Dr. Lansky had created his Lightmaster suit as a means of getting revenge on the people who'd crossed him, especially Sleepwalker. However, after his defeats at Sleepwalker's hands, Lansky had accepted a research position with A.I.M., putting his supervillain career on hold. Even then, he'd continued to modify his Lightmaster technology, and had taken advantage of A.I.M.'s training facilities to keep in practice. One particular innovation that he'd developed was that he could now generate multiple light creations at once, and control them all at the same time.

It was once Lightmaster had finished his training session and was walking to the exit that his visitor appeared. He'd previously been known as Bentley Wittman, a brilliant scientist and engineer who was said to rank with the likes of Doctor Doom and Reed Richards in terms of his talents. His skills had earned him the moniker of the Wizard, and that was the identity he'd adopted when he'd turned to crime as a means of overcoming his intellectual boredom.

His initial forays as a supervillain against the Fantastic Four, seeking to compare his abilities with those of Reed Richards, were unsuccessful. However, the Wizard had realized that he simply wasn't thinking big enough. Once he'd abandoned the idea of the Frightful Four, he proceeded to engineer a one-man takeover of A.I.M., becoming not only its chief scientist but also its overall head by turning the technology of the previous leadership against it. Under his leadership, A.I.M.'s revenues and influence had dramatically increased, to the point where it now risked surpassing HYDRA as the number one global threat worldwide.

Lightmaster immediately snapped to attention, knowing that the Wizard clearly had a very important reason for wanting to talk to him. While the previous A.I.M. leadership only deigned to communicate to their frontline staff through video communication, the Wizard was noted for his personalized, hands-on style of interacting with his minions.

"I see you're keeping in shape," the Wizard observed, a wry smile playing around his lips. The red and purple battle armor he wore contrasted oddly with his thin, intellectual face, peering brown eyes and wispy goatee, but meshed well with the quiet determination and aura of command he surrounded himself with. "I doubt you'd be doing that if you weren't interested in acting in the field again, would you?"

"Of course not, sir," Lightmaster replied cautiously. He knew full well that he wouldn't be in any danger from the Wizard, but like everyone else who belonged to the terrorist organization he was wary of his leader. After the Wizard had murdered the A.I.M. leadership, he'd subsequently made an example of a number of loyalists to the old regime who he deemed no longer essential. The Wizard had subsequently explained to the surviving loyalists that he was letting them live because their skills were still of use to him. None of them had any more thoughts of rebellion once they'd seen what he'd done to their fellows, and they'd proved to be devoted servants afterward.

"What did you want to see me about?" Lightmaster asked the Wizard.

"How much do you know about the technological arms trade?" The Wizard asked him.

"Not very much," Lightmaster shook his head, as alarm bells began going off in his head. "Why do you ask?"

"Because I have a task that you might just be perfect for," the Wizard explained. "There's been some interesting developments in the black market for high-tech weapons. Apparently the Kingpin has learned where the late, lamented Fabian LaMuerto hid a number of his arms caches." The Wizard went on to explain about LaMuerto's past selling high-tech weapons and other devices to terrorist groups, drug cartels and crime syndicates, and how he'd eventually been killed by the drug lord Senor Muerte. LaMuerto had been killed without revealing where he kept many of his most lucrative caches, and many parties had been searching for that knowledge.

"Long story short, the Kingpin apparently has knowledge of one of LaMuerto's biggest caches in Queens, New York. I plan to dispatch a team of agents to retrieve that cache, but I know about the Kingpin's regular use of supervillain enforcers. I want you as my insurance policy, if the Kingpin sends any super-powered thugs that my regular men have trouble with," the Wizard explained. "Many of those weapons were developed based on technology stolen from A.I.M., and I want them back. Not only will we profit from selling those weapons, we'll also be regaining our technological secrets."

"I'll be happy to join the team," Lightmaster assured him, "but I am curious. How did you learn about the Kingpin's getting his hand on LaMuerto's information?"

"I hacked his mainframe," the Wizard chuckled. "For all his intelligence, the Kingpin-and trust me, there **is** a Kingpin, although even I haven't discerned his identity-hasn't thought to make access to and from his mainframe systems one-way only. Nothing can hack our mainframe systems, although we can of course go into other computers," he grinned. "Pity-if he'd bought some of our technology, he'd be hack-proof too!"

Lightmaster made sure to laugh with the Wizard.

"So when do I go?" he asked.

* * *

The New York borough of Queens was notable for its export-oriented economy. Warehouses contained trade goods shipped to and from the four corners of the world, and Fabian LaMuerto had taken advantage of that fact to hide a cache of high-tech weapons almost in plain sight. One large warehouse contained what looked like a collection of miscellaneous computer components and machine parts, the kind that passed through New York on a regular basis. Of course, the customs agents, law enforcement and even many engineers could never tell that these components, when properly assembled, could form deadly high-tech weaponry. So it was that they were stored here and then smuggled across or out of the country as needed, through the usual network of dummy corporations and other concealments LaMuerto had arranged.

Alexander Gentry had to admire LaMuerto's organizational skills, not to mention his guts in trying to compete in a deadly game as black market arms trafficking. Gentry himself had some experience with high-tech weaponry, given his background working for the defense industry. Bored with the daily routine of working at Lockheed Martin and frustrated with having to report to people not as smart or talented as he was, Gentry had been inspired by the rise of super-powered individuals to join their ranks as a supervillain. Since he had no powers of his own, he used his engineering skills to create a suit of powered battle armor based on the porcupine, inspired by the defensive quills that covered the animal's body. In part, Gentry was eager for the quick and easy riches that could come with crime, but even more than that he was eager for the thrills, the adrenaline rush, the spontaneity that came with superpowered crime.

He felt suffocated working for Lockheed Martin, but as the costumed supervillain known as the Porcupine, he'd never felt more alive. As the Porcupine, Gentry had a long and distinguished career as a super-powered criminal. The defeats he'd suffered hardly marred his reputation-defeats happened to every supervillain, after all-and he was well-thought of enough to have been hired by the Kingpin to provide super-powered muscle to his men as they retrieved the arms from this warehouse.

Walking among the Kingpin's men in the warehouse, the Porcupine cut an intimidating figure. Standing well over six feet tall, the Porcupine's armor was a deep tan and orange. Despite its bulk, it was flexible and mobile, even with all of the deadly spike-like quills covering it. An impassible mask covered his face, one that made him look all the more dangerous from the metallic expression carved into it.

The Porcupine was the first one to react to the loud crash on the other side of the warehouse. Stomping forward with the rest of the Kingpin's men, the Porcupine raised his eyebrows behind his mask as he saw another collection of men marching into the warehouse. The Kingpin's men cried out in alarm and anger at the intruders, but the Porcupine was more interested in the glowing golden figure who emerged from the other group's ranks and flew up above them. He recognized the figure as Lightmaster, with whom he'd shared drinks at the Bar With No Name a few times.

Lightmaster and the Porcupine stared at each other intently, as the men behind them raised their weapons at each other. They stared in silence for a moment, each waiting for the other to make the first move.

"I might have known we'd have some competition," Lightmaster smirked behind his mask. "You do realize that we have your boys outgunned, don't we?"

"Yeah, but that's not as big an advantage as you might think," the Porcupine reminded him. "How much damage are you willing to risk being done to the weapons cache? You know as well as I do that it'd be easier to repair damage done by bullets than by lasers."

"I'd prefer no damage at all," Lightmaster pointed out, "as I'm sure you would. So why don't you boys run along and let the adults take these weapons?"

"Please," the Porcupine scoffed. "Who do you think we're more afraid of? You or the Kingpin?"

"Fine then," Lightmaster sneered as he gestured with his hand. "See how you like this!" he continued, as a beam of light shot out from his fingers and erupted into a massive golden cage. The cage immediately landed around the Kingpin's men, trapping them helplessly and unable to escape. They tried to physically bend the bars or shoot a way out with their guns, but they were hopelessly trapped.

"Clever," the Porcupine complimented Lightmaster. "But two can play at that game, you know," he continued.

It was the Porcupine's turn to make a gesture with his arm, as several quills shot out of his arm, propelled like miniature rockets. The quills began glowing and spinning around in circles in the air, leaving trails of light that began to entrance the A.I.M. soldiers backing up Lightmaster. Lightmaster himself knew what was coming and quickly shielded his eyes, but the A.I.M. troops realized it too late and were soon hypnotized by the brightly glowing lights.

Soon the Kingpin's men were trapped and the A.I.M. soldiers were hypnotized. Only Lightmaster and the Porcupine remained capable of action.

"I might have suspected it would come to this, wouldn't it?" the Porcupine noted calmly, as he flexed his arms. "Ordinary people with guns just don't do very well against people with superpowers, even if their guns are high-tech."

"Which is why the Wizard and the Kingpin had us provide backup," Lightmaster observed sagely. "I suppose there's no getting around this, so let's just make sure we don't damage any of the merchandise, alright?"

"Perish the thought," the Porcupine replied. "You ready?"

"Let's do it!" Lightmaster agreed, as he focused a bolt of pure light energy directly at the Porcupine. The spike-covered villain reacted almost immediately, releasing a quill that exploded into a thick, cloying fog as he dodged. The entire floor of the warehouse was engulfed by the fog, and Lightmaster couldn't see well enough to aim his attacks. He generated a defensive shield of light around himself, and it came up just in time as the next spike slammed into him and exploded violently.

Although Lightmaster was protected from the explosion by his shield, he was blown off balance with the sheer force of the explosion. Spinning through the air, he briefly caused his shield to drop. That cost him dearly, as a flurry of remote-controlled, steel-tipped quills ripped into him, tearing lines of blood along his arms and stomach. Although Lightmaster had taken pains to increase the protective powers of his costume after his last battle with Sleepwalker, the tears of the quills still stung badly. In a rage, he generated a large hand of light and caught all of the quills at once, crushing them in the hand's grip.

Looking around, Lightmaster barely managed to dodge another flurry of quills. These ones exploded as they blasted into the ceiling, and Lightmaster could imagine what they would have done to him if they'd connected. Looking down at the floor below, Lightmaster cursed as he saw the thick fog. The Porcupine seemed able to move around at will in that fog, and Lightmaster was unable to fight back effectively against the hiding Porcupine.

Calming down, Lightmaster reminded himself that he'd been training diligently with his costume, and that he'd spent long hours slaving to upgrade its powers. Generating another protective shield around himself, Lightmaster then proceeded to create a large fan of solid light, which he sent to spinning. The fan sucked up almost all the fog in the room, blowing it out through the hole in the roof the Porcupine's explosive quills had caused. Soon, Lightmaster saw the Porcupine, who was now exposed on the floor below. Grinning wickedly behind his mask, Lightmaster shifted the fan into an anvil, which he whipped down at the Porcupine. The Porcupine sprang back, firing several quills into the anvil that exploded with electricity.

Lightmaster screamed and seemed to stagger, and the Porcupine fired another series of steel-tipped quills directly at him. However, the Porcupine couldn't have known that Lightmaster had long since developed a way to protect himself from being electrocuted, knowing full well how solid light could conduct electricity. The Porcupine let his guard down, and was caught completely by surprise as Lightmaster brought the anvil around again and it slammed into him head-on. Sent flying back, the Porcupine crashed heavily into the cage of light Lightmaster had trapped the Kingpin's men in.

Lightmaster prepared to extend the cage so it trapped the Porcupine as well, but this time he was the one caught by surprise. The Porcupine suddenly took to the air, propelled by the jets in his boots, firing a series of quills that exploded in bright lights, briefly obscuring Lightmaster's vision. Unable to see what was coming, Lightmaster screamed in pain as he was rocked by a series of fiery explosions all around him. Reeling in agony, he formed a series of whirling blades which deflected the next series of exploding quills.

Regaining his sight, Lightmaster sent the blades at the Porcupine with a vengeance, who then fought back with quills that exploded into protective shields and nets that caught the blades. Unfortunately, he didn't notice how some of the blades he'd deflected had been reshaped into vicious falcons of pure light, which in turn attacked the Porcupine and threw off his concentration. That was the key, Lightmaster realized-while his opponents were focused on him, some of his other creations could attack them from behind.

As the Porcupine was forced to let up his attacks, Lightmaster knew it was time to end this. Reshaping all of his light creations into a giant bear trap, he brought it down on the Porcupine with a sickening _**snap, **_tearing a long gouge across the Porcupine's battlesuit and causing him to fall to the ground with a crash. Lowering himself down, Lightmaster could see that the Porcupine wasn't dead, but he was unconscious and wouldn't be threatening anyone soon.

Turning around, he broke the A.I.M. troopers out of their hypnotic trance with a single burst of light. With his henchmen free, he turned once again to face the Kingpin's henchmen. With another evil smile on his face, he reshaped the cage of light into a series of restraints that trapped the thugs and prevented them from using their guns.

The A.I.M. soldiers did the rest.

With Lightmaster generating creations to help them, it didn't take long for the A.I.M. operatives to load up all of the weapons and take off, their mission accomplished.

Lightmaster, especially, was quite pleased with himself. His training had paid off, as had the improvements to his costume.

Aside from his work as an A.I.M. scientist, Lightmaster was eager for another shot at Sleepwalker, too.

Just one shot.

(_**Next Issue:**_ Rick beings making calls and contacts to find better employment than at the _Daily Bugle, _even as he finishes with final exams and prepares for his final year of university in the fall. Sleepwalker proves to have much bigger problems, however-the Kingpin is not amused at A.I.M. hijacking his weapons caches, and he takes steps to retaliate against the technological terrorist group. When Sleepwalker gets caught in the middle, can he hope to stand against a powered-up Lightmaster with dozens of lives in the balance? All this and more in _Sleepwalker #74: Lightmare!_)


End file.
